As filed with the Securities and Exchange Commission on December 31, 2024

Registration No. 333-282630 and 333-282630-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LIONSGATE STUDIOS HOLDING CORP.*

(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada	7812	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

and

2700 Colorado Avenue

Santa Monica, California 90404

(877) 848-3866

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

LIONS GATE ENTERTAINMENT CORP.**

(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada	7812	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

and

2700 Colorado Avenue

Santa Monica, California 90404

(877) 848-3866

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bruce Tobey

Executive Vice President and General Counsel

Lions Gate Entertainment Corp.

2700 Colorado Avenue

Santa Monica, California 90404

(877) 848-3866

(Name, address, including zip code, and telephone number, including area code, of agent for service)

David E. Shapiro Mark A. Stagliano Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Kimberly Burns Dentons Canada LLP 250 Howe Street, 20th Floor Vancouver, British Columbia Canada, V6C 3R8

Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after this Registration Statement is declared effective and upon completion of the transactions described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended. (Check one):

Lionsgate Studios Holding Corp.

Large Accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☐
			Emerging growth company ☐

Lions Gate Entertainment Corp.

Large Accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The co-Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the co-Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

* The co-Registrant is currently named Lionsgate Studios Holding Corp. In connection with the Transactions described in the joint proxy statement/prospectus included in this Registration Statement, Lionsgate Studios Holding Corp. plans to change its name to “Lionsgate Studios Corp.”

** The co-Registrant is currently named Lions Gate Entertainment Corp. In connection with the Transactions described in the joint proxy statement/prospectus included in this Registration Statement, Lions Gate Entertainment Corp. plans to change its name to “Starz Entertainment Corp.”

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED DECEMBER 31, 2024

JOINT PROXY STATEMENT/PROSPECTUS

[ ], 2024

Lions Gate Entertainment Corp., a British Columbia corporation (“Lionsgate” or “LGEC”), Lionsgate Studios Holding Corp., a newly incorporated entity formed under the laws of the Province of British Columbia and a wholly-owned subsidiary of Lionsgate (“New Lionsgate”), and LG Sirius Holdings ULC, a British Columbia unlimited liability corporation (“LG Sirius”) and wholly owned subsidiary of Lionsgate that owns approximately 87.8% of the issued and outstanding shares of Lionsgate Studios Corp., a British Columbia corporation (“LG Studios”), have entered into an arrangement agreement dated as of [ ], 2024 (as it may be amended from time to time, the “Arrangement Agreement”). The Arrangement Agreement provides for the implementation of a plan of arrangement (the “Plan of Arrangement”) that will result in the separation of the businesses of LG Studios, which encompasses the motion picture and television studio operations (the “LG Studios Business”), from the other businesses of Lionsgate, including the STARZ-branded premium subscription platforms (the “Starz Business”), through a series of transactions (the “Transactions”) that will result in the pre-transaction shareholders of Lionsgate owning shares in two separately traded public companies: (1) LGEC, which will be renamed “Starz Entertainment Corp.” and will hold, directly and through subsidiaries, the Starz Business, and will continue to be owned by LGEC shareholders (thereafter referred to herein as “Starz”), and (2) New Lionsgate, which will be renamed “Lionsgate Studios Corp.” and will hold, directly and through subsidiaries, the LG Studios Business, and will be owned by LGEC shareholders and LG Studios shareholders.

In connection with the completion of the Transactions, among other things:

• LGEC shareholders will first receive in exchange for each outstanding Class A voting share of Lionsgate, without par value (“LGEC Class A shares”), that they hold:

^○  One (1) New Lionsgate Class A voting common share, without par value (“New Lionsgate Class A shares”); and

^○  One (1) New Lionsgate Class C preferred share, with one-half (1/2) of a vote per share, without par value (“New Lionsgate Class C preferred shares”).

• LGEC shareholders will first receive, in exchange for each outstanding Class B non-voting share of Lionsgate, without par value (“LGEC Class B shares”), that they hold:

^○  One (1) New Lionsgate Class B non-voting common share, without par value (“New Lionsgate Class B shares”); and

^○  One (1) New Lionsgate Class C preferred share.

• Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.”

• LGEC will change its name to Starz Entertainment Corp. and create a new class of voting common shares (“Starz common shares”).

• New Lionsgate will create a new class of common shares, without par value (“New Lionsgate new common shares”) and New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each:

^○  New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares; and

^○  New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share and one (1) Starz common share.

• Such exchange transactions by LGEC shareholders are collectively referred to as the “Second Share Exchange.”

• As a result of the steps described above, each of New Lionsgate and Starz will have a single class of “one share, one vote” common shares.

• Following the Second Share Exchange, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share (the “Reverse Stock Split”).

• LG Studios shareholders, other than New Lionsgate and dissenting shareholders will receive, in exchange for each LG Studios common share, without par value (“LG Studios common shares”), they hold, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time and held by LG Studios shareholders other than the LG Sirius Owned Shares (such shares, the “LG Studios Flip Shares” and such ratio, the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage will equal the quotient, expressed as a percentage, of (1) the LG Studios Flip Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change.

• The LG Studios common shares will be delisted from The Nasdaq Global Select Market (“Nasdaq”) and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

• New Lionsgate will change its name to “Lionsgate Studios Corp.”

LGEC Class A shares currently trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “LGF.A” and LGEC Class B shares currently trade on the NYSE under the ticker symbol “LGF.B”. LG Studios common shares currently trade on Nasdaq under the ticker symbol “LION.” After the Transactions are completed, the New Lionsgate new common shares are expected to trade on the NYSE under the symbol “LION” and the Starz common shares are expected to trade on the Nasdaq under the symbol “STRZ”. While trading in New Lionsgate new common shares and Starz common shares under these symbols is expected to begin on the first business day following the completion of the Transactions, there can be no assurance that a viable and active trading market will develop.

The Transactions are intended to be generally tax-free for U.S. federal income tax purposes to holders of LGEC common shares and LG Studios common shares. The Transactions are expected to give rise to capital gains or capital losses for Canadian federal income tax purposes for holders of LGEC common shares. However, non-residents of Canada will generally not be subject to Canadian income tax in respect of any such capital gains or losses. The Transactions are intended to be generally tax-free for Canadian federal income tax purposes to holders of LG Studios common shares.

Lionsgate will hold an annual general and special meeting of its shareholders on [    ], 2024 (the “Lionsgate Annual General and Special Meeting”) and LG Studios will hold a special meeting of its

shareholders on [    ], 2024 (the “LG Studios Special Meeting”) in order to obtain the shareholder approvals required to complete the Transactions and to obtain the other shareholder approvals that are described in this joint proxy statement/prospectus.

The Lionsgate board of directors recommends that the Lionsgate shareholders vote “FOR” each of the proposals to be considered at the Lionsgate Annual General and Special Meeting. The LG Studios board of directors recommends that LG Studios shareholders vote “FOR” each of the proposals to be considered at the LG Studios Special Meeting.

Your vote is very important, regardless of the number of shares you own. Whether or not you expect to virtually attend the Lionsgate Annual General and Special Meeting or the LG Studios Special Meeting, as applicable, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at such meeting.

The obligations of the parties to complete the Transactions are subject to the satisfaction or waiver of a number of conditions specified in the Arrangement Agreement. More information about Lionsgate, New Lionsgate, LG Studios, the Lionsgate Annual General and Special Meeting, the LG Studios Special Meeting and the Transactions is contained in this joint proxy statement/prospectus. Before voting, we urge you to read carefully and, in its entirety this joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference herein. In particular, we urge you to read carefully the section entitled Risk Factors beginning on page 28 of this joint proxy statement/prospectus.

Jon Feltheimer Chief Executive Officer Lions Gate Entertainment Corp. and Lionsgate Studios Corp.	Jeffrey A. Hirsch President and Chief Executive Officer Starz, LLC

None of the U.S. Securities and Exchange Commission, any state securities commission or any securities regulatory authority in Canada has approved or disapproved of the transactions described in this joint proxy statement/prospectus or the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [  ], 2024 and is first being mailed to the shareholders of Lionsgate and the shareholders of LG Studios on or about [  ], 2024.

LIONS GATE ENTERTAINMENT CORP.

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

2700 Colorado Avenue

Santa Monica, California 90404

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To Be Held

To LGEC Shareholders:

You are invited to attend the annual general and special meeting of shareholders (the “Lionsgate Annual General and Special Meeting” or the “Lionsgate Meeting”) of Lions Gate Entertainment Corp. (“LGEC” or “Lionsgate”), which will be held on [    ], [    ], beginning at [    ], Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. At the Annual General and Special Meeting, shareholders will act on the following matters:

1. Consider pursuant to the LGEC Interim Order and, if deemed advisable, approve, with or without variation, a special resolution of the holders of LGEC Class A shares and a special resolution of the holders of LGEC Class B shares (these identical resolutions, the “LGEC Arrangement Resolution”) adopting, for the holders of LGEC Class A shares, and for the holders of the LGEC Class B shares, a statutory Plan of Arrangement, effective as of the arrangement effective time (the “Arrangement Effective Time”), pursuant to Section 288 of the Business Corporations Act (British Columbia) among Lionsgate, the shareholders of Lionsgate, Studios, the shareholders of LG Studios, and New Lionsgate, pursuant to which, among other things: (a) New Lionsgate will be separated from Lionsgate and hold the LG Studios Business, (b) Starz (formerly LGEC) will hold the Starz Business, (c) LGEC shareholders will receive a number of New Lionsgate new common shares equal to [   ] and all of the issued and outstanding shares of Starz and (d) LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [    ], all as more fully described in the joint proxy statement/prospectus accompanying this notice, which LGEC Arrangement Resolution, to be effective, must be passed by an affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting (the “Lionsgate Transactions Proposal”);

2. Approve on a non-binding advisory basis, by ordinary resolution, several governance provisions each of which will be contained in the New Lionsgate Articles and the Starz Articles, respectively, if the Transactions are completed and that substantially affect LGEC shareholder rights, presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance (the “Lionsgate Advisory Organizational Documents Proposals” or “Proposal No. 2”). Proposal No. 2 is separated into sub-proposals as described in the following paragraphs (a) – (j):

a. Proposal No. 2(a): Advance Notice for Nomination of Directors for New Lionsgate Articles: A proposal to include advance notice procedures for shareholder nominations of directors.

b. Proposal No. 2(b): Number of Directors for New Lionsgate Articles: A proposal to allow the board to set the number of directors.

c. Proposal No. 2(c): Removal of Casting Vote for New Lionsgate Articles: A proposal to remove a second or casting vote.

d. Proposal No. 2(d): Renumeration of Auditor for New Lionsgate Articles: A proposal to allow the board to set the remuneration of the auditor without requiring shareholder approval by ordinary resolution.

e. Proposal No. 2(e): Change in Authorized Share Capital for New Lionsgate Articles: A proposal to approve the amendment of the Lionsgate Articles and exchange the issued and outstanding shares such that, effective as of the Initial Exchange Effective Time, (i) each LGEC Class A share issued and outstanding immediately prior to the Arrangement Effective Time will be automatically exchanged into one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class A Exchange”; and such exchange ratio, the “Initial Class A Exchange Ratio”) and (ii) each LGEC Class B share issued and outstanding immediately prior to the Arrangement Effective Time will be automatically exchanged into, one (1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class B Exchange”; and such exchange ratio, the “Initial Class B Exchange Ratio”). Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.” Following the Initial Share Exchange, New Lionsgate will create the New Lionsgate new common shares.

f. Proposal No. 2(f): Advance Notice for Nomination of Directors for Starz Articles: A proposal to include advance notice provisions for nominations of directors.

g. Proposal No. 2(g): Number of Directors for Starz Articles: A proposal to allow the board to set the number of directors.

h. Proposal No. 2(h): Removal of Casting Vote for Starz Articles: A proposal to remove a second or casting vote.

i. Proposal No. 2(i): Renumeration of Auditor for Starz Articles: A proposal to allow the board to set the remuneration of the auditor without requiring shareholder approval by ordinary resolution.

j. Proposal No. 2(j): Change in Authorized Share Capital for Starz Articles: A proposal to approve the amendment of the Lionsgate Articles such that, effective as of the Arrangement Effective Time and following the Initial Share Exchange, LGEC will change its name to Starz Entertainment Corp. and create the Starz common shares.

3. Elect 12 directors as listed in the joint proxy statement/prospectus accompanying this notice to serve on the Board of Directors of Lionsgate (the “Lionsgate Board”), each for a term of one year or until their resignation, removal, replacement in connection with the Transactions, and their respective successors are duly elected or appointed;

4. Re-appoint Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2025 and authorize the Audit & Risk Committee of the Lionsgate Board to fix its remuneration;

5. Conduct a non-binding advisory vote to approve executive compensation;

6. Approve the assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the Lionsgate Studios Corp. 2025 Performance Incentive Plan (the “New Lionsgate 2025 Plan”);

7. Approve the Starz Entertainment Corp. 2025 Performance Incentive Plan (the “Starz 2025 Plan”); and

8. Approve on a non-binding advisory basis the consolidation of the Starz common shares on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share (the “Reverse Stock Split”).

Holders of record of LGEC Class A shares at [    ] (Eastern Time) on [    ] are entitled to receive notice of the Lionsgate Annual General and Special Meeting and to vote the LGEC Class A shares that they held on the Record Date at the Lionsgate Annual General and Special Meeting, or any continuations, adjournments or postponements thereof, on matters to be considered by the holders of LGEC Class A shares. Each outstanding LGEC Class A share entitles its holder to cast one vote on each matter to be voted upon. Holders of record of LGEC Class B shares at [    ] (Eastern Time) on [    ] are entitled to receive notice of the Lionsgate Annual General and Special Meeting and, solely with respect to the Lionsgate

Transactions Proposal, to vote the LGEC Class B shares that they held on the Record Date at the Lionsgate Annual General and Special Meeting, or any continuations, adjournments or postponements thereof. Holders of LGEC Class B shares are not entitled to vote on the matters to be presented at the Lionsgate Annual General and Special Meeting other than the Lionsgate Transactions Proposal. Each outstanding LGEC Class B share entitles its holder to cast one vote solely with respect to the Lionsgate Transactions Proposal.

Approval of the Lionsgate Transactions Proposal (Proposal No. 1) requires (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of the LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting. The advisory vote on the Lionsgate Advisory Organizational Documents Proposals (Proposal No. 2) requires the affirmative vote of two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting. The election of each director (Proposal No. 3) is determined by a plurality of the total number of votes cast. Adoption of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and authorization for the Audit & Risk Committee of the Lionsgate Board to fix its remuneration (Proposal No. 4), the advisory vote on executive compensation (Proposal No. 5), the assumption of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the New Lionsgate 2025 Plan (Proposal No. 6), the approval of the Starz 2025 Performance Incentive Plan (Proposal No. 7) and the approval of the advisory vote on the Reverse Stock Split (Proposal No. 8) each requires (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of the LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting.

Whether or not you plan to attend the Lionsgate Annual General and Special Meeting, Lionsgate urges you to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the Lionsgate Annual General and Special Meeting. If you attend the Lionsgate Annual General and Special Meeting and wish to vote in person, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the joint proxy statement/prospectus accompanying this notice.

THE LIONSGATE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AT THE LIONSGATE ANNUAL GENERAL AND SPECIAL MEETING.

The above matters are more fully described in the joint proxy statement/prospectus accompanying this notice.

By order of the Board of Directors,

Jon Feltheimer, Chief Executive Officer

Santa Monica, California

Vancouver, British Columbia

In accordance with Lionsgate’s security procedures, all persons attending the Lionsgate Annual General and Special Meeting will be required to present picture identification.

LIONSGATE STUDIOS CORP.

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

2700 Colorado Avenue

Santa Monica, California 90404

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held [    ]

To LG Studios Shareholders:

You are invited to attend the special meeting of shareholders (the “LG Studios Special Meeting” or the “Studios Meeting”) of Lionsgate Studios Corp. (“LG Studios”), which will be held on [    ], [    ], beginning at [    ], Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. At the LG Studios Special Meeting, shareholders will act on the following matters:

1. Consider, pursuant to the Studios Interim Order and, if deemed advisable, approve, with or without variation, a special resolution (the “Studios Arrangement Resolution”) of the shareholders of LG Studios common shares adopting a statutory Plan of Arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) among Lionsgate, the shareholders of Lionsgate, LG Studios, the shareholders of LG Studios, and New Lionsgate, pursuant to which, among other things, LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [    ], as more fully described in the joint proxy statement/prospectus accompanying this notice, which resolution, to be effective, must be passed by an affirmative vote of at least two-thirds (66 2/3%) of the votes cast by the LG Studios shareholders present or represented by proxy at the LG Studios Special Meeting and entitled to vote at the LG Studios Special Meeting (the “LG Studios Reorganization Proposal”); and

2. Approve on a non-binding advisory basis, by ordinary resolution, several governance provisions that will be contained in the New Lionsgate Articles and that substantially affect LG Studios shareholder rights, presented separately in accordance with SEC guidance (the “LG Studios Advisory Organizational Documents Proposals” or “LG Studios Shareholder Proposal No. 2”). Proposal No. 2 is separated into sub-proposals as described in the following paragraphs (a) – (b):

a. Proposal No. 2(a): Change in Authorized Share Capital for New Lionsgate Articles: A proposal to include 200,000,000 preference shares without par value that may be issued in series as authorized and approved by the directors of New Lionsgate.

b. Proposal No. 2(b): Quorum at Shareholder Meetings for New Lionsgate Articles: A proposal to reduce the quorum required among LG Studios shareholders to make decisions on business transacted at a meeting of shareholders of LG Studios from at least 33 1/3% of the issued shares entitled to be voted at the meeting to at least 10% of the issued shares entitled to be voted at the meeting.

Holders of record of LG Studios common shares at [    ] (Eastern Time) on [    ] are entitled to notice of, and to vote on all of the proposals at, the LG Studios Special Meeting or any continuations, adjournments or postponements thereof. Approval of the proposals presented at the LG Studios Special Meeting requires the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LG Studios common shares present or represented by proxy at the LG Studios Special Meeting.

Whether or not you plan to attend the LG Studios Special Meeting, LG Studios urges you to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the LG Studios Special Meeting. If you attend the LG Studios Special Meeting and wish to vote in person, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the joint proxy statement/prospectus accompanying this notice.

THE LG STUDIOS BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AT THE LG STUDIOS SPECIAL MEETING.

The above matters are more fully described in the joint proxy statement/prospectus accompanying this notice.

By order of the Board of Directors,

Jon Feltheimer, Chief Executive Officer

Santa Monica, California

Vancouver, British Columbia

[   ]

In accordance with LG Studios’ security procedures, all persons attending the LG Studios Special Meeting will be required to present picture identification.

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Lions Gate Entertainment Corp. (“Lionsgate” or “LGEC”) from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. Financial information is provided in Lionsgate’s comparative annual financial statements and Management Discussion & Analysis for its most recently completed financial year. Additional information relating to Lionsgate can be found on www.sedarplus.ca. You can obtain copies of the documents incorporated by reference into this document through the U.S. Securities and Exchange Commission website at www.sec.gov. on SEDAR+ at www.sedarplus.ca or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Lions Gate Entertainment Corp.

2700 Colorado Avenue

Santa Monica, CA 90404

(310) 449-9200

Attention: Investor Relations

or

MacKenzie Partners, Inc.

7 Penn Plaza

Suite 503

New York, NY 10001

lionsgate@mackenziepartners.com

Attention: Lionsgate Tabulation

If you are an LG Studios shareholder and have any questions about the Transactions, the LG Studios Special Meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of LG Studios, please contact:

Lionsgate Studios Corp.

2700 Colorado Avenue

Santa Monica, CA 90404

(310) 449-9200

Attention: Investor Relations

or

MacKenzie Partners, Inc.

7 Penn Plaza

Suite 503

New York, NY 10001

lgstudios@mackenziepartners.com

Attention: LG Studios Tabulation

Investors may also consult the investor relations websites of Lionsgate or LG Studios for more information concerning the transactions described in this joint proxy statement/prospectus. The investor relations website of Lionsgate is https://investors.lionsgate.com and the investor relations website of LG Studios is https://investors.lionsgatestudios.com. Information included on these websites is not incorporated by reference into and does not form part of this document.

You should make any request for documents by [ ] to ensure timely delivery of the documents prior to the Lionsgate Annual General and Special Meeting and the LG Studios Special Meeting, as applicable.

To find more information, see “Where You Can Find More Information.”

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a joint registration statement on Form S-4 (File No. [  ]) filed with the U.S. Securities and Exchange Commission (the “SEC”) by New Lionsgate and Lionsgate, constitutes a prospectus of each of New Lionsgate and Lionsgate under Section 5 of the Securities Act of 1933, as amended, with respect to the New Lionsgate new common shares and Starz common shares, respectively, to be issued to shareholders of Lionsgate and LG Studios, as applicable, pursuant to the Arrangement Agreement, as further described in this document. This joint proxy statement/prospectus also constitutes a proxy statement of each of Lionsgate and LG Studios under Section 14(a) of the Securities Exchange Act of 1934, as amended. It also constitutes a notice of meeting for the Lionsgate Annual General and Special Meeting scheduled to be held on [  ] and the LG Studios Special Meeting scheduled to be held on [  ].

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with any other information regarding the transactions described in this document. This joint proxy statement/prospectus is dated [    ], 2024, and you should assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate only as of such date. None of the mailing of this joint proxy statement/prospectus to LGEC shareholders or LG Studios shareholders, the issuance by New Lionsgate of New Lionsgate new common shares or the issuance by Starz of Starz common shares in connection with the transactions described in this joint proxy statement/prospectus, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which, or from any person to whom, it is unlawful to make any such offer or solicitation in such jurisdiction.

Information contained in this joint proxy statement/prospectus regarding Lionsgate and its affiliates (other than LG Studios) has been provided by Lionsgate and its affiliates; information contained in this proxy statement/prospectus regarding LG Studios and its affiliates (other than Lionsgate) has been provided by LG Studios and its affiliates.

You should not construe the contents of this joint proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this joint proxy statement/prospectus are qualified by the full copies of and complete text of such agreements, which are attached to this joint proxy statement/prospectus as annexes and/or filed as exhibits to the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and incorporated by reference into this joint proxy statement/prospectus. All such exhibits are available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov. See the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information.”

CERTAIN DEFINITIONS

Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:

“Arrangement” refers to an arrangement proposed by Lionsgate to the holders of the LGEC Class A shares and to the holders of the LGEC Class B shares, and by LG Studios to the shareholders of the LG Studios common shares, in each case under Part 9, Division 5 of the BC Act on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or the provisions of the Plan of Arrangement or made at the direction of the BC Court in the Interim Orders or Final Order with the prior written consent of Lionsgate and LG Studios, as applicable;

“Arrangement Agreement” refers to that certain Arrangement Agreement, dated [    ] 2024, as it may be amended from time to time, by and among Lionsgate, New Lionsgate, LG Studios, and LG Sirius, the form of which is attached hereto as Annex D;

“BC Act” refers to the Business Corporations Act (British Columbia);

“BC Court” refers to the Supreme Court of British Columbia;

“Class A Lion Exchange Ratio” refers to the Initial Class A Exchange Ratio, together with the Class A Separation Lion Exchange Ratio;

“Class A Separation Lion Exchange” refers to the exchange by New Lionsgate shareholders (formerly LGEC shareholders) of each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, for a number of New Lionsgate new common shares equal to the Class A Separation Lion Exchange Ratio;

“Class A Separation Lion Exchange Ratio” refers to one and twelve one-hundredths (1.12);

“Class A Separation Starz Exchange” refers to the exchange by New Lionsgate shareholders (formerly LGEC shareholders) of each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, for a number of Starz common shares equal to the Class A Separation Starz Exchange Ratio;

“Class A Separation Starz Exchange Ratio” refers to one and twelve one-hundredths (1.12);

“Class A Starz Exchange Ratio” refers to the Initial Class A Exchange Ratio, together with the Class A Separation Starz Exchange Ratio;

“Class B Lion Exchange Ratio” refers to the Initial Class B Exchange Ratio, together with the Class B Separation Lion Exchange Ratio;

“Class B Separation Lion Exchange” refers to the exchange by New Lionsgate shareholders (formerly LGEC shareholders) of each New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, for one (1) New Lionsgate new common share;

“Class B Separation Lion Exchange Ratio” refers to the ratio used in the Class B Separation Lion Exchange;

“Class B Separation Starz Exchange” refers to the exchange by New Lionsgate shareholders (formerly LGEC shareholders) of each New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, for one (1) Starz common share;

“Class B Separation Starz Exchange Ratio” refers to the ratio used in the Class B Separation Starz Exchange;

“Class B Starz Exchange Ratio” refers to the Initial Class B Exchange Ratio, together with the Class B Separation Starz Exchange Ratio;

“Competition Act” refers to the Competition Act (Canada) and the regulations made thereunder;

“Computershare” refers to Computershare Limited with offices located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia V6C 3B9, Canada;

“Employee Matters Agreement” refers to the employee matters agreement, by and between New Lionsgate and Starz, to be entered into prior to the Arrangement Effective Time;

“Initial Class A Exchange” refers to the exchange by LGEC shareholders of each LGEC Class A share that they hold for one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share;

“Initial Class A Exchange Ratio” refers to the ratio used in the Initial Class A Exchange;

“Initial Class B Exchange” refers to the exchange by LGEC shareholders of each LGEC Class B share that they hold for one (1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share;

“Initial Class B Exchange Ratio” refers to the ratio used in the Initial Class B Exchange;

“Interim Orders” refers to the LGEC Interim Order with respect to the Arrangement for LGEC and the LG Studios Interim Order with respect to the Arrangement for LG Studios, in each case pursuant to the Arrangement Agreement;

“Investment Canada Act” refers to the Investment Canada Act (Canada) and the regulations made thereunder;

“LG Sirius” refers to LG Sirius Holdings ULC, a British Columbia unlimited liability corporation;

“LG Sirius Owned Shares” refers to all of the LG Studios common shares owned by LG Sirius at the Arrangement Effective Time;

“LG Studios” refers to Lionsgate Studios Corp., a British Columbia corporation;

“LG Studios Articles” refers to the articles of LG Studios, as amended from time to time;

“LG Studios Board” refers to the board of directors of LG Studios;

“LG Studios Business” refers to the business held by LG Studios prior to the Transactions;

“LG Studios common shares” refers to the common shares, without par value, of LG Studios;

“LG Studios Interim Order” refers to the interim order of the BC Court with respect to the Arrangement for LG Studios made pursuant to section 291 of the BC Act, providing for, among other things, the calling and holding of the LG Studios Special Meeting;

“LG Studios Reorganization Proposal” refers to a special resolution of the holders of LG Studios common shares adopting a statutory plan of arrangement pursuant to Section 288 of the BC Act among Lionsgate, the shareholders of Lionsgate, LG Studios, the shareholders of LG Studios, and New Lionsgate, pursuant to which, among other things, LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [   ], as more fully described in this joint proxy statement/prospectus;

“LGEC common shares” refers to LGEC Class A shares and LGEC Class B shares;

“LGEC Class A shares” refers to the Class A voting shares, without par value, of Lionsgate;

“LGEC Class B shares” refers to the Class B non-voting shares, without par value, of Lionsgate;

“LGEC Interim Articles” refers to the interim articles of LGEC in the form attached as Schedule [ ] to the Arrangement Agreement, the form of which are attached hereto as Annex I;

“LGEC Interim Order” refers to the interim order of the BC Court with respect to the Arrangement for LGEC made pursuant to section 291 of the BC Act, providing for, among other things, the calling and holding of the Lionsgate Annual General and Special Meeting;

“LGEC preference shares” refers to the preference shares, without par value, of Lionsgate;

“Lionsgate” or “LGEC” refers to Lions Gate Entertainment Corp., a British Columbia corporation, which, as part of the Transactions, will change its name to “Starz Entertainment Corp.”;

“Lionsgate Articles” refers to the notice of articles and the articles of Lions Gate Entertainment Corp., as amended from time to time;

“Lionsgate Board” refers to the board of directors of Lionsgate;

“Lionsgate Transactions Proposal” refers to a special resolution of the holders of LGEC Class A shares and a special resolution of the holders of LGEC Class B shares, in each case adopting a statutory plan of arrangement pursuant to Section 288 of the BC Act among Lionsgate, the shareholders of Lionsgate, Studios, the shareholders of Studios, and New Lionsgate, pursuant to which, among other things, (a) New Lionsgate will be separated from Lionsgate and hold the Studios Business, (b) Starz (formerly LGEC) will hold the Starz Business, (c) LGEC shareholders will receive a number of New Lionsgate new common shares equal to [   ] and all of the issued and outstanding shares of Starz and (d) LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [   ], all as more fully described in this joint proxy statement/prospectus;

“New Lionsgate” refers to Lionsgate Studios Holding Corp., a British Columbia corporation;

“New Lionsgate 2025 Plan” refers to the Lionsgate Studios Corp. 2025 Performance Incentive Plan, the form of which is attached hereto as Annex N;

“New Lionsgate Articles” refers to the articles of New Lionsgate to be effective upon completion of the Transactions, as amended from time to time, the form of which are attached hereto as Annex H;

“New Lionsgate Board” refers to the board of directors of New Lionsgate;

“New Lionsgate Class A shares” refers to the Class A shares, without par value, of New Lionsgate having substantially the same powers, preferences and rights as LGEC Class A shares;

“New Lionsgate Class B shares” refers to the Class B shares, without par value, of New Lionsgate having substantially the same powers, preferences and rights as LGEC Class B shares;

“New Lionsgate Class C preferred shares” refers to the Class C preferred shares, with one-half (1/2) of a vote per share, without par value, with a redemption price of $0.01 per share, of New Lionsgate;

“New Lionsgate Initial Exchange Shares” refers to (i) New Lionsgate Class A shares and New Lionsgate Class C preferred shares received on an exchange of LGEC Class A shares pursuant to the Plan of Arrangement and (ii) New Lionsgate Class B shares and New Lionsgate Class C preferred shares received in exchange for LGEC Class B shares pursuant to the Plan of Arrangement;

“New Lionsgate Interim Articles” refers to the interim articles of New Lionsgate in the form attached as Schedule [         ] to the Arrangement Agreement, the form of which are attached hereto as Annex G;

“New Lionsgate new common shares” refers to the common shares, without par value, of New Lionsgate, following the Initial Share Exchange;

“New Lionsgate preference shares” refers to the preference shares, without par value, of New Lionsgate, following the Initial Share Exchange;

“Plan of Arrangement” refers to the Plan of Arrangement in respect of the Arrangement, the form of which is attached hereto as Annex E, subject to any amendments or variations to such plan made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the BC Court in the Interim Orders or Final Order with the prior written consent of Lionsgate and Studios, as applicable;

“Prior Plans” refers to the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan, the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan and the Lions Gate Entertainment Corp. 2012 Performance Incentive Plan;

“Separation Agreement” refers to the separation agreement by and between New Lionsgate and Starz, to be entered into prior to the Arrangement Effective Time;

“Starz” refers to LGEC following its name change to Starz Entertainment Corp. in connection with the Transactions;

“Starz 2025 Plan” refers to the Starz Entertainment Corp. 2025 Performance Incentive Plan, the form of which is attached hereto as Annex O;

“Starz Articles” refers to the articles of Starz to be effective upon completion of the Transactions, as may be amended from time to time, the form of which are attached hereto as Annex J;

“Starz Board” refers to the board of directors of Starz;

“Starz Business” refers to the businesses of Lionsgate, other than the LG Studios Business, as in existence prior to the Transactions;

“Starz common shares” refers to voting common shares, each without par value, of Starz (formerly LGEC);

“Starz preference shares” refers to the preference shares, each without par value, of Starz (formerly LGEC);

“Tax Matters Agreement” refers to the tax matters agreement, by and between LGEC and StudioCo, dated as of May 9, 2024 and entered into in connection with the Business Combination, and to which New Lionsgate will be made a party prior to the Arrangement Effective Time, the form of which is attached hereto as Annex K; and

“Transition Services Agreement” refers to the transition services agreement, by and between New Lionsgate and Starz, to be entered into in connection with the Transactions, the form of which is attached hereto as Annex M.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THE LIONSGATE ANNUAL GENERAL AND SPECIAL MEETING		vii
QUESTIONS AND ANSWERS ABOUT THE LG STUDIOS SPECIAL MEETING		xvi
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS		xxii
SUMMARY		1
Summary of Risk Factors		1
The Parties to the Transaction		5
The Transactions		7
The Lionsgate Annual General and Special Meeting		10
The LG Studios Special Meeting		14
Regulatory Requirements Related to the Transactions		15
Post-Closing Governance and Management of New Lionsgate		15
Post-Closing Governance and Management of Starz		16
Interests of Lionsgate Directors and Officers in the Transactions		16
Interests of LG Studios Directors and Officers in the Transactions		16
Treatment of Lionsgate Equity Awards		17
Opinions of Financial Advisors to the Lionsgate Special Committee		17
Conditions to the Transactions		18
The Plan of Arrangement		19
Dissent Rights		21
Accounting Treatment		21
Listing of New Lionsgate New Common Shares and Starz Common Shares; Delisting and Deregistration of LGEC Class A shares and Class B shares and LG Studios Common Shares		21
Material Tax Consequences of the Transactions		22
Summary Historical and Unaudited Pro Forma Financial Information		22
RISK FACTORS		28
Risks Related to New Lionsgate and the LG Studios Business		28
Risks Related to Starz and the Starz Business		44
Risks Related to the Transactions		59
Risks Related to New Lionsgate New Common Shares and Starz Common Shares		67
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		70
THE PARTIES TO THE TRANSACTIONS		72
Lionsgate		72
New Lionsgate		72
LG Studios		72
Starz		72
THE LIONSGATE ANNUAL GENERAL AND SPECIAL MEETING		74
Date, Time and Place of the Lionsgate Annual General and Special Meeting		74
Purpose of the Lionsgate Annual General and Special Meeting		74
Lionsgate Record Date; Outstanding Shares; Shares Entitled to Vote		75
Quorum		75
Share Ownership of Management		76
Dividends		76
Voting of Proxies		76
How to Revoke Your Proxy		76
Voting in Person		77
Abstentions and Broker Non-Votes		77
Required Votes		77
Adjournments		80

-i-

	Page
Proxy Solicitation		80
Interest of Certain Persons or Companies in Matters to Be Acted upon		80
Interest of Informed Persons in Material Transactions		81
Proposal No. 1: The Lionsgate Transactions Proposal		81
Vote Required for Approval		82
Proposal No. 2: The Lionsgate Advisory Organizational Documents Proposals		82
Proposal No. 2(a): Advance Notice for Nomination of Directors for New Lionsgate Articles		86
Proposal No. 2(b): Number of Directors for New Lionsgate Articles		86
Proposal No. 2(c): Removal of Casting Vote for New Lionsgate Articles		86
Proposal No. 2(d): Renumeration of Auditor for New Lionsgate Articles		86
Proposal No. 2(e): Change in Authorized Share Capital for New Lionsgate Articles		86
Proposal No. 2(f): Advance Notice for Nomination of Directors for Starz Articles		87
Proposal No. 2(g): Number of Directors for Starz Articles		87
Proposal No. 2(h): Removal of Casting Vote for Starz Articles		87
Proposal No. 2(i): Renumeration of Auditor for Starz Articles		87
Proposal No. 2(j): Change in Authorized Share Capital for Starz Articles		88
Proposal No. 3: Election of Directors		88
Proposal No. 4: Reappointment of Independent Registered Public Accounting Firm and Authorization of Audit & Risk Committee of the Lionsgate Board to Fix Remuneration		100
Proposal No. 5: Advisory Vote to Approve Executive Compensation		100
Proposal No. 6: Approve the Assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as Amended and Restated as the Lionsgate Studios Corp. 2025 Performance Incentive Plan		101
Proposal No. 7: Approve the Starz 2025 Plan		102
Proposal No. 8: The Reverse Stock Split		102
THE LG STUDIOS SPECIAL MEETING		104
Date, Time and Place of the LG Studios Special Meeting		104
Purpose of the LG Studios Special Meeting		104
LG Studios Record Date; Outstanding Shares; Shares Entitled to Vote		104
Quorum		104
Share Ownership of Management		105
Voting of Proxies		105
How to Revoke Your Proxy		105
Voting in Person		105
Abstentions and Broker Non-Votes		106
Required Votes		106
Adjournments		107
Proxy Solicitation		107
Interest of Certain Persons or Companies in Matter to Be Acted upon		108
Interest of Informed Persons in Material Transactions		108
Proposal No. 1: Special Resolution of LG Studios Common Shares Adopting Statutory Plan of Arrangement Pursuant to Section 288 of the BC Act		108
Proposal No. 2: The LG Studios Advisory Organizational Documents Proposals		109
Proposal No. 2(a): Change in the Authorized Share Capital		110
Proposal No. 2(b): Quorum at Shareholder Meetings		111
THE TRANSACTIONS		112
Structure of the Transactions		112
Background of the Transactions		115
Lionsgate’s and LG Studios’ Reasons for the Transactions; Recommendation of the Lionsgate Board and the LG Studios Board		124
Opinions of Financial Advisors to the Lionsgate Special Committee		125

-ii-

	Page
When and How LGEC Shareholders Will Receive Their Shares		143
When and How LG Studios Shareholders Will Receive Their Shares		143
Treatment of Lionsgate Equity Awards		144
Results of the Transactions		146
Transferability of New Lionsgate New Common Shares		146
Transferability of Starz Common Shares		147
Markets for New Lionsgate New Common Shares and Starz Common Shares		147
Conditions to the Transactions		147
Dissent Rights		148
Accounting Treatment		151
Interests of Lionsgate Directors and Officers in the Transactions		151
Interests of LG Studios Directors and Officers in the Transactions		152
Listing of New Lionsgate New Common Shares and Starz Common Shares; Delisting of LGEC Class A shares, and LGEC Class B shares Delisting and Deregistration of LG Studios Common Shares		153
Regulatory Requirements Related to the Transactions		153
THE PLAN OF ARRANGEMENT		154
Transactions		154
The Exchange Ratios		155
Amendments		156
Closing of the Transactions		157
Dissent Rights		157
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF NEW LIONSGATE		158
Description of the Transactions		159
Description of Other Transactions		160
Basis of Pro Forma Presentation		161
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF STARZ		179
Description of the Starz Transactions		179
Basis of Pro Forma Presentation		179
INFORMATION ABOUT NEW LIONSGATE AFTER THE TRANSACTIONS		190
Overview		190
Segment Information		190
Corporate Strategy		191
Specialized Skill and Knowledge		199
Competitive Conditions		199
Intellectual Property		199
Seasonality (Business Cycles)		199
Dependence on Key Customer Contracts		200
Changes to Contracts		200
Environmental Protection		200
Employees		200
Environmental and Social Responsibility and Human Capital Management		200
Legal Proceedings and Regulatory Actions		200
Interest of Informed Persons in Material Transactions		200
Insurance		201
Properties		201
Material Contracts		201
Auditors		202
Management’s Discussion & Analysis of Financial Condition and Results of Operations of New Lionsgate		203
Management of New Lionsgate		272
Directors of New Lionsgate		273

-iii-

	Page
Corporate Governance		283
Equity Compensation Plan Information of New Lionsgate		286
Federal Income Tax Consequences of Awards under the New Lionsgate 2025 Plan		293
Specific Benefits under the New Lionsgate 2025 Plan		294
Information Regarding Outstanding Awards under the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan		294
Equity Compensation Plan Information of Lionsgate		295
Environmental, Social and Governance		296
Executive Compensation		300
New Lionsgate Dividend Policy		301
New Lionsgate Capitalization		301
Prior Sales		302
Trading Price		302
INFORMATION ABOUT STARZ AFTER THE TRANSACTIONS		303
Overview		303
Specialized Skill and Knowledge		307
Competitive Conditions		307
Intellectual Property		308
Seasonality (Business Cycles)		308
Dependence on Key Customer Contracts		308
Changes to Contracts		309
Environmental Protection		309
Employees		309
Environmental and Social Responsibility and Human Capital Management		309
Legal Proceedings and Regulatory Actions		309
Interest of Informed Persons in Material Transactions		309
Insurance		309
Properties		310
Material Contracts		310
Auditors		310
Starz Dividend Policy		310
Management’s Discussion & Analysis of Financial Condition and Results of Operations of Starz		311
ADDITIONAL LIONSGATE ANNUAL GENERAL AND SPECIAL MEETING MATTERS		386
Report of the Audit & Risk Committee of Lionsgate		386
Accountants’ Fees		387
Section 16(a) Beneficial Ownership Reporting Compliance		388
Statement of Corporate Governance Policies		388
Lionsgate Board		388
Lionsgate Board Mandate		389
Position Descriptions		390
Orientation and Continuing Education		390
Ethical Business Conduct		390
Nomination of Lionsgate Directors		390
Compensation		390
Other Board Committees
Assessments		395
Term Limits		396
Considerations of the Representation of Women on the Board		396
Executive Officer Diversity		396
Indebtedness of Directors and Executive Officers of Lionsgate		396

-iv-

	Page
Securities Issued or Sold in the 12-Month Period Preceding the Proxy-Statement		396
Executive Compensation		396
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		458
Arrangement Agreement		462
Separation Agreement		463
Employee Matters Agreement		463
Tax Matters Agreement		464
Transition Services Agreement		464
Other Commercial Arrangements		464
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS FOR LIONSGATE SHAREHOLDERS		465
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS FOR LG STUDIOS SHAREHOLDERS		469
MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS FOR LIONSGATE SHAREHOLDERS		472
MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS FOR LG STUDIOS SHAREHOLDERS		479
CANADIAN SECURITIES LAW MATTERS		485
DESCRIPTION OF NEW LIONSGATE MATERIAL INDEBTEDNESS		486
DESCRIPTION OF STARZ MATERIAL INDEBTEDNESS		487
LIONSGATE BENEFICIAL OWNERSHIP TABLE		488
LG STUDIOS BENEFICIAL OWNERSHIP TABLE		490
DESCRIPTION OF NEW LIONSGATE CAPITAL STOCK		491
General		491
Participation Rights		491
Preemptive Rights		491
Share Distributions		492
Voting Rights		492
Preferred Stock		492
Limitation on Liability of Directors and Indemnification of Directors and Officers		492
Anti-Takeover Provisions and Other Shareholder Protections		493
Listing		495
Sale of Unregistered Securities		496
Transfer Agent and Registrar		496
DESCRIPTION OF STARZ CAPITAL STOCK		497
General		497
Participation Rights		497
Pre-emptive Rights		497
Share Distributions		498
Voting Rights		498
Preferred Stock		498
Limitation on Liability of Directors and Indemnification of Directors and Officers		498
Anti-Takeover Provisions and Other Shareholder Protections		499
Listing		501
Sale of Unregistered Securities		501
Transfer Agent and Registrar		501
COMPARISON OF RIGHTS OF HOLDERS OF LIONSGATE SECURITIES BEFORE THE TRANSACTIONS WITH RIGHTS OF HOLDERS OF NEW LIONSGATE SECURITIES AND STARZ SECURITIES AFTER THE TRANSACTIONS		502

-v-

	Page
COMPARISON OF RIGHTS OF HOLDERS OF LG STUDIOS SECURITIES BEFORE THE TRANSACTIONS WITH RIGHTS OF HOLDERS OF NEW LIONSGATE SECURITIES AFTER THE TRANSACTIONS		508
EXPERTS		509
Lions Gate Entertainment Corp.		509
Lionsgate Studios Corp.		509
Starz Business of Lions Gate Entertainment Corp.		509
HOUSEHOLDING		510
LEGAL MATTERS		511
SHAREHOLDER PROPOSALS		512
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		513
WHERE YOU CAN FIND MORE INFORMATION		514
ANNEXES		515
INDEX TO FINANCIAL STATEMENTS		F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1
EXHIBIT INDEX		II-2
SIGNATURES		II-6

-vi-

QUESTIONS AND ANSWERS ABOUT THE LIONSGATE ANNUAL GENERAL AND SPECIAL MEETING

The following section provides brief answers to certain questions that you may have regarding the Lionsgate Annual General and Special Meeting. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information.”

Q: What are the proposals on which LGEC shareholders are being asked to vote?

A: LGEC shareholders are being asked to vote on the following proposals:

1. the Lionsgate Transactions Proposal;

2. a non-binding advisory vote on the Lionsgate Advisory Organizational Documents Proposals;

3. election of 12 directors;

4. re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2025 and authorization of the Audit & Risk Committee of the Lionsgate Board to fix their remuneration;

5. a non-binding advisory vote on executive compensation;

6. assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the New Lionsgate 2025 Plan;

7. approving the Starz 2025 Plan; and

8. a non-binding advisory vote on the Reverse Stock Split.

Q: Who is entitled to vote at the Annual General and Special Meeting?

A: Holders of record of LGEC Class A shares at [     ] (Eastern Time) on [    ] (the “Record Date”) are entitled to receive notice of the Lionsgate Annual General and Special Meeting and to vote the LGEC Class A shares that they held on the Record Date at the Lionsgate Annual General and Special Meeting, or any continuations, adjournments or postponements thereof, on matters to be considered by the holders of LGEC Class A shares. Each outstanding LGEC Class A share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, [    ] LGEC Class A shares held by approximately [    ] shareholders of record were outstanding and entitled to vote.

Holders of record of LGEC Class B shares on the Record Date are entitled to receive notice of the Lionsgate Annual General and Special Meeting and, solely with respect to the Lionsgate Transactions Proposal, to vote the LGEC Class B shares that they held on the Record Date at the Lionsgate Annual General and Special Meeting, or any continuations, adjournments or postponements thereof. Holders of LGEC Class B shares are not entitled to vote on the matters to be presented at the Lionsgate Annual General and Special Meeting other than the Lionsgate Transactions Proposal. Each outstanding LGEC Class B share entitles its holder to cast one vote solely with respect to the Lionsgate Transactions Proposal. As of the Record Date, [    ] LGEC Class B shares held by approximately [    ] shareholders of record were outstanding and entitled to vote.

Each holder of record of LGEC Class A shares and LGEC Class B shares has the right to appoint a person or company to represent such holder to vote in person at the Lionsgate Annual General and Special Meeting other than the persons designated in the form of proxy. See “—How do I vote at the Lionsgate Annual General and Special Meeting?” below.

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Q: Who can attend and vote at the Lionsgate Annual General and Special Meeting?

A: Only registered shareholders of Lionsgate or the persons they appoint as their proxies are permitted to attend the Lionsgate Annual General and Special Meeting. Most shareholders of Lionsgate are “non-registered” shareholders because the LGEC common shares they own are not registered in their names but are, instead, registered in the name of the brokerage firm, bank or trust company through which they hold such shares. LGEC common shares beneficially owned by a “non-registered” shareholder are registered either: (i) in the name of an intermediary that the “non-registered” shareholder deals with in respect of such shares (which may be, among others, a bank, trust company, securities dealer or broker or trustee or administrator of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which such intermediary is a participant. In accordance with applicable securities law requirements, Lionsgate will have distributed copies of the notice of the Lionsgate Annual General and Special Meeting and this joint proxy statement/prospectus and related meeting materials to such clearing agencies and intermediaries for distribution to “non-registered” shareholders.

Such “non-registered” shareholders are able to access the notice of the Lionsgate Annual General and Special Meeting and vote their shares by following the instructions provided by their intermediaries. If shareholders have requested printed copies, intermediaries are required to forward this joint proxy statement/prospectus and related meeting materials to such “non-registered” shareholders, unless such shareholder has waived the right to receive them. Intermediaries often use service companies to forward notices and proxy materials to “non-registered” shareholders. Generally, “non-registered” shareholders who have not waived the right to receive the notice of the Lionsgate Annual General and Special Meeting and who have requested a printed copy of this joint proxy statement/prospectus and related meeting materials will either:

i. be given a voting instruction form which is not signed by the intermediary and which, when properly completed and signed by the shareholder and returned to the intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the intermediary must follow. Typically, the voting instruction form will consist of a one-page printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed form accompanied by a page of instructions which contains a removable label with a bar code and other information. In order for the form of proxy to validly constitute a voting instruction form, the shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the intermediary or its service company in accordance with the instructions of the intermediary or its service company; or

ii. be given a form of proxy which has already been signed by the intermediary (typically by a facsimile or stamped signature), which is restricted to the number of shares beneficially owned by the shareholder but which is otherwise not completed by the intermediary. Because the intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the shareholder when submitting the proxy. In this case, the holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Lionsgate, c/o MacKenzie Partners, Inc. Attention: Lionsgate Tabulation, 7 Penn Plaza, Suite 503, New York, NY 10001.

In either case, the purpose of these procedures is to permit “non-registered” shareholders to directly vote the LGEC common shares they beneficially own. Should a “non-registered” shareholder who receives one of the above forms wish to vote at the Lionsgate Annual General and Special Meeting in person (or have another person attend and vote on their behalf), the “non-registered” shareholder should request a legal proxy from their intermediary. Instructions for obtaining legal proxies may be found on the voting instruction form. If you have any questions about voting your shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or e-mail lionsgate@mackenziepartners.com.

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A “non-registered” shareholder may revoke a voting instruction form or request to receive this joint proxy statement/prospectus and related meeting materials and to vote, which has been given to an intermediary, at any time by written notice to the intermediary, provided that an intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive this joint proxy statement/prospectus and related meeting materials and to vote, which is not received by the intermediary in a timely manner in advance of the Lionsgate Annual General and Special Meeting.

Q: What constitutes quorum?

A: A quorum is necessary to hold a valid meeting of shareholders. The quorum for the Lionsgate Annual General and Special Meeting is: (i) for LGEC Class A shares, two (2) persons who are, or who represent by proxy, registered shareholders who, in the aggregate, hold at least 10% of the issued LGEC Class A shares entitled to be voted on matters presented to the holders of LGEC Class A shares at the Lionsgate Annual General and Special Meeting, and (ii) for LGEC Class B shares, two (2) persons who are, or who represent by proxy, registered shareholders who, in the aggregate, hold at least 10% of the issued LGEC Class B shares entitled to be voted on matters to be presented to holders of LGEC Class B shares.

Abstentions will be included in determining the number of shares present at the Lionsgate Annual General and Special meeting for the purpose of determining the presence of a quorum. Broker non-votes (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter), if any, will also be counted in determining the number of shares present at the Lionsgate Annual General and Special Meeting for the purpose of determining the presence of a quorum, because it is expected that at least one proposal to be voted on at the Lionsgate Annual General and Special Meeting will be a “routine” matter.

Q: How do I vote at the Lionsgate Annual General and Special Meeting?

A: If you are a holder of record of LGEC Class A shares, you have the right to vote in person at the Lionsgate Annual General and Special Meeting. If you are a holder of record of LGEC Class B shares, you have the right to vote in person, solely with respect to the Lionsgate Transactions Proposal, at the Lionsgate Annual General and Special Meeting.

If you choose to do so, you can vote using the ballot that will be provided at the Lionsgate Annual General and Special Meeting, or, if you received printed copies of this joint proxy statement/prospectus and related meeting materials by mail, you can complete, sign and date the proxy card enclosed with this joint proxy statement/prospectus and submit it at the Lionsgate Annual General and Special Meeting. If you are a “non-registered” shareholder, you may not vote your shares in person at the Lionsgate Annual General and Special Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote LGEC Class A shares or, solely with respect to the Lionsgate Transactions Proposal, LGEC Class B shares, as applicable, at the Lionsgate Annual General and Special Meeting.

Even if you plan to attend the Lionsgate Annual General and Special Meeting, Lionsgate recommends that you submit your proxy or voting instructions in advance of the Lionsgate Annual General and Special Meeting as described in this joint proxy statement/prospectus, so that your vote will be counted if you later decide not to attend the Lionsgate Annual General and Special Meeting.

At the Lionsgate Annual General and Special Meeting, a representative from Broadridge Financial Solutions, Inc. (“Broadridge”) will be appointed to act as scrutineer. The scrutineer will determine the number of shares of each class of LGEC common shares represented at the Lionsgate Annual General and Special Meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to Lionsgate.

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Q: How can I vote my LGEC common shares without attending the Lionsgate Annual General and Special Meeting?

A: Whether you are a holder of record or a “non-registered” shareholder, you may direct how your LGEC Class A shares or LGEC Class B shares, as applicable, are voted without attending the Lionsgate Annual General and Special Meeting.

If you are a holder of record, you may submit a proxy to authorize how your shares are to be voted at the Lionsgate Annual General and Special Meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint proxy statement/prospectus. If you are a “non-registered” shareholder, you may also submit voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of Lionsgate. If you are a holder of record, your proxy must be received by telephone or the Internet by [ ] (Eastern Time) on [ ] in order for your shares to be voted at the Lionsgate Annual General and Special Meeting. If you are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the Lionsgate Annual General and Special Meeting, although “non-registered” shareholder must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the Lionsgate Annual General and Special Meeting.

Q: How does the Lionsgate Board recommend that I vote at the Lionsgate Annual General and Special Meeting?

A: The Lionsgate Board has approved and recommends that all LGEC shareholders vote:

“FOR” the Lionsgate Transaction Proposal;

“FOR” the Lionsgate Advisory Organizational Documents Proposals;

“FOR” the election of each of the nominated directors;

“FOR” the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and authorization of the Audit & Risk Committee of the Lionsgate Board to fix their remuneration;

“FOR” the proposal regarding a non-binding advisory vote to approve executive compensation;

“FOR” the approval of the assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the New Lionsgate 2025 Plan; and

“FOR” the approval of the Starz 2025 Plan.

Q: What interests do Lionsgate’s current officers and directors have in the Transactions?

A: Certain directors and executive officers of Lionsgate have certain interests in the Transactions that may be different from, or in addition to, the interests of Lionsgate shareholders. The Lionsgate Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that Lionsgate’s shareholders approve the Lionsgate Transactions Proposal. Lionsgate’s executive officers include the following individuals: Jon Feltheimer, Michael Burns, James W. Barge, Brian Goldsmith and Bruce Tobey.

As of December 20, 2024, Mark H. Rachesky, Founder and Chief Investment Officer of MHR Fund Management, LLC (“MHR Fund Management”), held 24.2% of the LGEC Class A shares and 9.7% of the

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LGEC Class B shares. Pursuant to the Lionsgate Investor Rights Agreement discussed in “Additional Lionsgate Annual General and Special Meeting Matters—Certain Relationships and Related Party Transactions of Lionsgate,” Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve on the Lionsgate Board as designees of MHR Fund Management.

The Lionsgate directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their ownership of LGEC Class A shares and LGEC Class B shares,

their eligibility to participate in the New Lionsgate 2025 Plan as directors or executive officers of New Lionsgate and their eligibility to participate in the Starz 2025 Plan as directors or executive officers of Starz, or as otherwise described in the section entitled “The Transactions—Interests of Lionsgate’s Directors and Officers in the Transactions.”

Q: What votes are required to approve the proposals on which LGEC shareholders are being asked to vote?

A: The votes required for each proposal are as follows:

Proposal No. 1: Approval of the Lionsgate Transactions Proposal requires (i) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class A shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class B shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class. LGEC Class A shares and LGEC Class B shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 1.

Proposal No. 2: The affirmative vote of two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the non-binding advisory vote to approve governance provisions each of which will be contained in the New Lionsgate Articles and the Starz Articles, respectively if the Transactions are completed. Regardless of the outcome of the non-binding advisory vote on the Lionsgate Advisory Organizational Documents Proposals, the New Lionsgate Articles will be adopted by New Lionsgate and the Starz Articles will be adopted by Starz, in each case, as part of the Transactions, assuming the approval of the Lionsgate Transactions Proposal and the completion of the Transactions. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 2.

Proposal No. 3: Directors are elected by plurality, meaning that the 12 nominees receiving the largest number of votes cast by holders of LGEC Class A shares (votes “FOR”) will be elected. Shareholders are able to vote “FOR”, “WITHHELD”, and “ABSTAIN” for each nominee. There is no minimum or maximum number of shares that must be cast for, or withheld from, any candidate nominated for election in order for that nominee to be elected. The 12 nominees receiving the greatest number of “FOR” votes will be eligible to form the Lionsgate Board following the Lionsgate Annual General and Special Meeting. Shareholders are not permitted to cumulate their LGEC Class A shares for purposes of electing directors.

Proposal No. 4: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and for the holders of LGEC Class A shares to authorize the Audit & Risk Committee of the Lionsgate Board to fix their remuneration. Note that, because this proposal is considered a routine matter, if your LGEC Class A shares are held by a broker or nominee, such broker or nominee will have authority to exercise his or her discretion to vote your LGEC Class A shares on Proposal No. 4 if you do not provide instructions to him or her regarding how you would like your LGEC Class A shares to be voted. Abstentions are not treated

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as votes cast and are not counted in the determination of the number of votes necessary for the reappointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm.

Proposal No. 5: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the non-binding advisory vote to approve executive compensation. Notwithstanding the vote required, please be advised that Proposal No. 5 is advisory only and is not binding on Lionsgate. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 5.

Proposal No. 6: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the assumption by New Lionsgate of the Lionsgate Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the New Lionsgate 2025 Plan. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 6.

Proposal No. 7: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for approval of the Starz 2025 Plan. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 7.

Proposal No. 8: Approval of the Reverse Stock Split requires (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of the LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting. Regardless of the outcome of the non-binding advisory vote on the Reverse Stock Split, the Reverse Stock Split will be adopted by Starz, as part of the Transactions, assuming the approval of the Lionsgate Transactions Proposal and the completion of the Transactions. LGEC Class A shares and LGEC Class B shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 8.

Q: Could other matters be decided at the Lionsgate Annual General and Special Meeting?

A: As of the date of this joint proxy statement/prospectus, the Lionsgate Board does not know of any other matters that may be presented for action at the Lionsgate Annual General and Special Meeting. Should any other business come before the Lionsgate Annual General and Special Meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with the recommendation of the Lionsgate Board or, if no recommendation is given, in accordance with their best judgment.

Q: What shares are included on the enclosed proxy card?

A: If you are a shareholder of record, you will receive one proxy card from Broadridge for all of the shares of Lionsgate that you hold directly. If you hold Lionsgate shares in street name through one or more banks, brokers and/or other shareholders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your Lionsgate shares. If you are a holder of record and hold additional Lionsgate shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your Lionsgate shares.

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Q: What do I need to do now to vote at the Lionsgate Annual General and Special Meeting?

A: The Lionsgate Board is soliciting proxies for use at the Lionsgate Annual General and Special Meeting. LGEC shareholders may submit proxies to instruct the designated proxies to vote their shares, before the date of the Lionsgate Annual General and Special Meeting, in any of three ways: over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint proxy statement/prospectus. If you are a “non-registered” shareholder, you may also submit voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of Lionsgate. If you are a holder of record, your proxy must be received by telephone or the Internet by [    ] (Eastern Time) on [    ] in order for your shares to be voted at the Lionsgate Annual General and Special Meeting. If you are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the Lionsgate Annual General and Special Meeting, although “non-registered” shareholders must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the Lionsgate Annual General and Special Meeting.

Q: Can I change my vote or revoke my proxy?

A: Yes. If you are a holder of record, even after you have submitted your proxy, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “What do I need to do now to vote at the Lionsgate Annual General and Special Meeting?” (your latest voting instructions will be followed). If you are a non-registered shareholder, you should contact your Intermediary to find out how to change or revoke your voting instructions within the time described above under “What do I need to do now to vote at the Annual General and Special Meeting?” If you are a holder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the Lionsgate Annual General and Special Meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the chair of the Lionsgate Annual General and Special Meeting at the Lionsgate Annual General and Special Meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the Lionsgate Annual General and Special Meeting in person and so request, although attendance at the Lionsgate Annual General and Special Meeting will not by itself revoke a previously granted proxy.

Q: Is my vote confidential?

A: Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Lionsgate or to third parties, except:

• As necessary to meet applicable legal requirements;

• To allow for the tabulation and certification of votes; and

• To facilitate a successful proxy solicitation.

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to Lionsgate’s management and the Lionsgate Board.

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Q: Who pays for the preparation of this joint proxy statement/prospectus?

A: Lionsgate will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing this joint proxy statement/prospectus. In addition to the use of mail, Lionsgate’s employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. Lionsgate’s employees will receive no compensation for soliciting proxies other than their regular salaries. Lionsgate may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of this joint proxy statement/prospectus to their principals and to request authority for the execution of proxies, and Lionsgate will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. Lionsgate will solely compensate independent third-party agents that are not affiliated with Lionsgate but who solicit proxies. Lionsgate has retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of the proxy statement/prospectus and solicitation of proxies on our behalf for an estimated fee of $[    ] plus reimbursement of certain out-of-pocket expenses.

Q: May I propose actions or recommend director nominees for consideration at next year’s annual general meeting of shareholders?

A: Yes. Under U.S. laws, for your proposal or recommendation for director nominees to be considered for inclusion in the proxy statement for next year’s annual general meeting (which will be the annual meeting for Starz if the Transactions are completed), Lionsgate (or Starz, if the Transactions are completed) must receive your written proposal no later than [    ], 2025. You should also be aware that any proposal made pursuant to Rule 14a-8 promulgated under the Exchange Act regarding inclusion of shareholder proposals in company-sponsored proxy materials must comply with the provisions of Rule 14a-8.

Shareholder proposals submitted in accordance with the BC Act to be presented at the next annual general meeting of shareholders must be received by Lionsgate’s Corporate Secretary at its registered office at least three months before the annual reference date of Lionsgate (which will be the reference date for Starz if the Transactions are completed) which, if the meeting is held on [    ], will be [    ] for the year 2025, and must otherwise comply with the requirements of the BC Act.

If you wish to recommend a director nominee, you should also provide the information set forth under “Information About Starz After the Transactions – Governance – Shareholder Communications with the Starz Board”.

If the date of the Lionsgate 2025 annual general meeting (or, if the Transactions are completed, the Starz 2025 annual general meeting) is advanced or delayed by more than 30 days from the date of the Lionsgate 2024 Annual General and Special Meeting under U.S. laws, shareholder proposals intended to be included in the proxy statement for the 2025 annual general meeting must be received by Lionsgate (or Starz, as applicable) within a reasonable time before it begins to print and mail the proxy statement for the 2025 annual general meeting.

SEC rules also govern a company’s ability to use discretionary proxy authority with respect to shareholder proposals that were not submitted by the shareholders in time to be included in the proxy statement. In the event a shareholder proposal is not submitted to Lionsgate (or Starz, as applicable) prior to [    ], the proxies solicited by the Lionsgate Board (or, if the Transactions are completed, the Starz Board) for the 2025 annual general meeting of shareholders will confer authority on the proxy holders to vote the shares in accordance with the recommendations of the Lionsgate Board (or the Starz Board, as applicable), if the proposal is presented at the 2025 annual general meeting of shareholders without any discussion of the proposal in the proxy statement for such meeting. If the date of the 2025 annual general meeting is advanced or delayed more than 30 days from the date of the 2024 annual general and special meeting, then the shareholder proposal must have been submitted to Lionsgate (or Starz, as applicable) within a reasonable time before it mails the proxy statement for the 2025 annual general meeting.

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To comply with the SEC universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our Board’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act no later than [    ].

Q: What does it mean if I receive more than one notice of the Lionsgate Annual General and Special Meeting?

A: If you receive more than one notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on your proxy card or voting instruction form, as applicable, to ensure that all of your shares are voted.

Q: What should I do if I have questions about the Lionsgate Annual General and Special Meeting?

A: Shareholders who have questions about deciding how to vote should contact their financial, legal or professional advisors. For any queries referencing information in this joint proxy statement/prospectus or in respect of voting your LGEC Class A shares or LGEC Class B shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or email lionsgate@mackenziepartners.com.

Q: Where can I find the voting results of the Lionsgate Annual General and Special Meeting?

A: Lionsgate intends to announce preliminary voting results at the Lionsgate Annual General and Special Meeting and disclose final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Lionsgate Annual General and Special Meeting.

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QUESTIONS AND ANSWERS ABOUT THE LG STUDIOS SPECIAL MEETING

The following section provides brief answers to certain questions that you may have regarding the LG Studios Special Meeting. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information.”

Q: What are the proposals on which LG Studios shareholders are being asked to vote?

A: LG Studios shareholders are being asked to vote on the following proposals:

1. the LG Studios Reorganization Proposal; and

2. the LG Studios Advisory Organizational Documents Proposals.

Q: Who is entitled to vote at the LG Studios Special Meeting?

A: Holders of record of LG Studios common shares at [    ] (the “Record Date”) are entitled to receive notice of the LG Studios Special Meeting and to vote the LG Studios common shares that they held on the Record Date at the LG Studios Special Meeting, or any continuations, adjournments or postponements thereof. Each outstanding LG Studios common share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, [    ] LG Studios common shares held by approximately [    ] shareholders of record were outstanding and entitled to vote.

Each holder of record of the LG Studios common shares has the right to appoint a person or company to represent such holder to vote in person at the LG Studios Special Meeting other than the persons designated in the form of proxy. See “—How do I vote at the LG Studios Special Meeting?” below.

Q: Who can attend and vote at the LG Studios Special Meeting?

A: Only registered shareholders of LG Studios or the persons they appoint as their proxies are permitted to attend the LG Studios Special Meeting. Most shareholders of LG Studios are “non-registered” shareholders because the shares of LG Studios they own are not registered in their names but are, instead, registered in the name of the brokerage firm, bank or trust company through which they hold such shares. LG Studios common shares beneficially owned by a “non-registered” shareholder are registered either: (i) in the name of an intermediary that the “non-registered” shareholder deals with in respect of such shares (which may be, among others, a bank, trust company, securities dealer or broker or trustee or administrator of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which such intermediary is a participant. In accordance with applicable securities law requirements, LG Studios will have distributed copies of the notice of the LG Studios Special Meeting and this joint proxy statement/prospectus and related meeting materials to such clearing agencies and intermediaries for distribution to “non-registered” shareholders.

Such “non-registered” shareholders are able to access the notice of the LG Studios Special Meeting and vote their shares by following the instructions provided by their intermediaries. If shareholders have requested printed copies, intermediaries are required to forward this joint proxy statement/prospectus and related meeting materials to such “non-registered” shareholders, unless such shareholders have waived the right to receive them. Intermediaries often use service companies to forward notices and proxy materials to “non-registered” shareholders. Generally, “non-registered” shareholders who have not waived the right to

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receive the notice of the LG Studios Special Meeting and who have requested a printed copy of this joint proxy statement/prospectus and related meeting materials will either:

i. be given a voting instruction form which is not signed by the intermediary and which, when properly completed and signed by the shareholder and returned to the intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the intermediary must follow. Typically, the voting instruction form will consist of a one-page printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed form accompanied by a page of instructions which contains a removable label with a bar code and other information. In order for the form of proxy to validly constitute a voting instruction form, the shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the intermediary or its service company in accordance with the instructions of the intermediary or its service company; or

ii. be given a form of proxy which has already been signed by the intermediary (typically by a facsimile or stamped signature), which is restricted to the number of shares beneficially owned by the shareholder but which is otherwise not completed by the intermediary. Because the intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the shareholder when submitting the proxy. In this case, the shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Lionsgate, c/o MacKenzie Partners, Inc. Attention: LG Studios Tabulation, 7 Penn Plaza, Suite 503, New York, NY 10001.

In either case, the purpose of these procedures is to permit “non-registered” shareholders to directly vote the LG Studios common shares they beneficially own. Should a “non-registered” shareholder who receives one of the above forms wish to vote at the LG Studios Special Meeting in person (or have another person attend and vote on their behalf), the “non-registered” shareholder should request a legal proxy from their intermediary. Instructions for obtaining legal proxies may be found on the voting instruction form. If you have any questions about voting your shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or e-mail lgstudios@mackenziepartners.com.

A “non-registered” shareholder may revoke a voting instruction form or request to receive this joint proxy statement/prospectus and related meeting materials and to vote, which has been given to an intermediary, at any time by written notice to the intermediary, provided that an intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive this joint proxy statement/prospectus and related meeting materials and to vote, which is not received by the intermediary in a timely manner in advance of the LG Studios Special Meeting.

Q: What constitutes quorum?

A: A quorum is necessary to hold a valid meeting of shareholders. The quorum for the LG Studios Special Meeting is one or more persons who are, or who represent by proxy, registered holders of LG Studios common shares who, in the aggregate, hold at least one-third (33.33%) of the issued LG Studios common shares entitled to be voted at the LG Studios Special Meeting.

Abstentions will be included in determining the number of shares present at the LG Studios Special Meeting for the purpose of determining the presence of a quorum. Broker non-votes, if any, will not be counted as present for purposes of determining the presence of a quorum at the LG Studios Special Meeting.

Q: How do I vote at the LG Studios Special Meeting?

A: If you are a holder of record of LG Studios common shares, you have the right to vote in person at the LG Studios Special Meeting.

If you choose to do so, you can vote using the ballot that will be provided at the LG Studios Special Meeting, or, if you received printed copies of this joint proxy statement/prospectus and related meeting

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materials by mail, you can complete, sign and date the proxy card enclosed with this joint proxy statement/prospectus and submit it at the LG Studios Special Meeting. If you are a “non-registered” shareholder, you may not vote your shares in person at the LG Studios Special Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote the LG Studios common shares at the LG Studios Special Meeting.

Even if you plan to attend the LG Studios Special Meeting, LG Studios recommends that you submit your proxy or voting instructions in advance of the LG Studios Special Meeting as described in this joint proxy statement/prospectus, so that your vote will be counted if you later decide not to attend the LG Studios Special Meeting.

At the LG Studios Special Meeting, a representative from Broadridge will be appointed to act as scrutineer. The scrutineer will determine the number of LG Studios common shares represented at the LG Studios Special Meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to LG Studios.

Q: How can I vote my LG Studios common shares without attending the LG Studios Special Meeting?

A: Whether you are a holder of record or a “non-registered” shareholder, you may direct how your LG Studios common shares are voted without attending the LG Studios Special Meeting.

If you are a holder of record, you may submit a proxy to authorize how your shares are to be voted at the LG Studios Special Meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint proxy statement/prospectus. If you are a “non-registered” shareholder, you may also submit voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of Lionsgate. If you are a holder of record, your proxy must be received by telephone or the Internet by [ ] (Eastern Time) on [ ] in order for your shares to be voted at the LG Studios Special Meeting. If you are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the LG Studios Special Meeting, although “non-registered” shareholder must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the LG Studios Special Meeting.

Q: How does the LG Studios Board recommend that I vote at the LG Studios Special Meeting?

A: The LG Studios Board has approved and recommends that all LG Studios shareholders vote:

“FOR” the LG Studios Reorganization Proposal; and

“FOR” the LG Studios Advisory Organizational Documents Proposals.

Q: What interests do LG Studios’ current officers and directors have in the Transactions?

A: Certain directors and executive officers of LG Studios have certain interests in the Transactions that may be different from, or in addition to, the interests of the LG Studios shareholders. The LG Studios Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that LG Studios shareholders approve the LG Studios Reorganization Proposal. LG Studios’ executive officers include the following individuals: Jon Feltheimer, Michael Burns, James W. Barge, Brian Goldsmith and Bruce Tobey.

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As of December 20, 2024, Mark H. Rachesky, Founder and Chief Investment Officer of MHR Fund Management, LLC (“MHR Fund Management”), held 24.2% of the LGEC Class A shares and 9.7% of the LGEC Class B shares, and LGEC indirectly owned approximately 87.8% of the issued and outstanding LG Studios common shares. Pursuant to the Lionsgate Investor Rights Agreement discussed in “Additional Lionsgate Annual General and Special Meeting Matters —Certain Relationships and Related Party Transactions of Lionsgate,” Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve on the LG Studios Board as designees of MHR Fund Management.

The LG Studios directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their indirect ownership of LG Studios common shares, eligibility to participate in the New Lionsgate 2025 Plan as directors or executive officers of New Lionsgate, eligibility to participate in the Starz 2025 Plan as directors or executive officers of Starz or as otherwise described in the section entitled “The Transactions—Interests of LG Studios Directors and Officers in the Transactions.”

Q: What votes are required to approve the proposals on which LG Studios shareholders are being asked to vote?

A: The vote required for each proposal is as follows:

Proposal No. 1: The affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of LG Studios common shares present or represented by proxy at the LG Studios Special Meeting is required for the LG Studios Reorganization Proposal. LG Studios common shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 1.

Proposal No. 2: The affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of LG Studios common shares present or represented by proxy at the LG Studios Special Meeting is required for the non-binding advisory vote to approve several governance provisions that will be contained in the New Lionsgate Articles and that substantially affect LG Studios shareholder rights. Regardless of the outcome of the non-binding advisory vote on the LG Studios Advisory Organizational Documents Proposals, the New Lionsgate Articles will be adopted by New Lionsgate as part of the Transactions, assuming the approval of the LG Studios Reorganization Proposal and the completion of the Transactions. LG Studios common shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 2.

Note that if your LG Studios common shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on Proposal No. 1 and Proposal No. 2, unless you provide instructions to him or her regarding how you would like your shares to be voted.

For purposes of determining the number of votes cast, only shares of LG Studios common shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of the LG Studios proposals.

Q: Could other matters be decided at the LG Studios Special Meeting?

A: As of the date of this joint proxy statement/prospectus, the LG Studios Board does not know of any other matters that may be presented for action at the LG Studios Special Meeting. Should any other business come before the LG Studios Special Meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with the recommendation of the LG Studios Board or, if no recommendation is given, in accordance with their best judgment.

Q: What shares are included on the enclosed proxy card?

A: If you are a holder of record only, you will receive one proxy card from Broadridge for all LG Studios shares that you hold directly. If you hold LG Studios shares in street name through one or more banks,

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brokers and/or other shareholders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your LG Studios shares. If you are a holder of record and hold additional LG Studios shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your LG Studios shares.

Q: What do I need to do now to vote at the LG Studios Special Meeting?

A: The LG Studios Board is soliciting proxies for use at the LG Studios Special Meeting. LG Studios shareholders may submit proxies to instruct the designated proxies to vote their shares, before the date of the LG Studios Special Meeting, in any of three ways: over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint proxy statement/prospectus. If you are a “non-registered” shareholder, you may also submit voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of LG Studios. If you are a holder of record, your proxy must be received by telephone or the Internet by [    ] (Eastern Time) on [    ] in order for your shares to be voted at the LG Studios Special Meeting. If you are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the LG Studios Special Meeting, although “non-registered” shareholders must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the LG Studios Special Meeting.

Q: Can I change my vote or revoke my proxy?

A: Yes. If you are a holder of record, even after you have submitted your proxy, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “What do I need to do now to vote at the LG Studios Special Meeting?” (your latest voting instructions will be followed). If you are a non-registered shareholder, you should contact your Intermediary to find out how to change or revoke your voting instructions within the time described above under “What do I need to do now to vote at the LG Studios Special Meeting?” If you are a holder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the LG Studios Special Meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the chair of the LG Studios Special Meeting at the LG Studios Special Meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the LG Studios Special Meeting in person and so request, although attendance at the LG Studios Special Meeting will not by itself revoke a previously granted proxy.

Q: Is my vote confidential?

A: Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within LG Studios or to third parties, except:

• As necessary to meet applicable legal requirements;

• To allow for the tabulation and certification of votes; and

• To facilitate a successful proxy solicitation.

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to LG Studios’ management and the LG Studios Board.

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Q: Who pays for the preparation of this joint proxy statement/prospectus?

A: LG Studios will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing this joint proxy statement/prospectus. In addition to the use of mail, LG Studios’ employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. LG Studios’ employees will receive no compensation for soliciting proxies other than their regular salaries. LG Studios may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of this joint proxy statement/prospectus to their principals and to request authority for the execution of proxies, and LG Studios will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. LG Studios will solely compensate independent third-party agents that are not affiliated with LG Studios but who solicit proxies. LG Studios has retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of the proxy statement/prospectus and solicitation of proxies on our behalf for an estimated fee of $[    ] plus reimbursement of certain out-of-pocket expenses.

Q: What does it mean if I receive more than one notice of the LG Studios Special Meeting?

A: If you receive more than one notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on your proxy card or voting instruction form, as applicable, to ensure that all of your shares are voted.

Q: What should I do if I have questions about the LG Studios Special Meeting?

A: Shareholders who have questions about deciding how to vote should contact their financial, legal or professional advisors. For any queries referencing information in this joint proxy statement/prospectus or in respect of voting your LG Studios common shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or email lgstudios@mackenziepartners.com.

Q: Where can I find the voting results of the LG Studios Special Meeting?

A: LG Studios intends to announce preliminary voting results at the LG Studios Special Meeting and disclose final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the LG Studios Special Meeting.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

Q: What is New Lionsgate and what is Starz and why is Lionsgate separating the LG Studios Business and the Starz Business into two independent, separate publicly-traded companies?

A: New Lionsgate, which is currently a wholly-owned subsidiary of Lionsgate, was formed to hold, upon consummation of the Transactions, the LG Studios Business, including a substantial portion of Lionsgate’s corporate general and administrative functions and costs. Pursuant to the Plan of Arrangement, the LG Studios Business and the Starz Business will be separated through a series of transactions (the “Transactions”) that will result in the pre-transaction shareholders of Lionsgate owning shares in two separate public companies as follows: (i) the Starz Business will be held by current Lionsgate under a new name, Starz Entertainment Corp., which will continue to be owned by LGEC shareholders as of immediately before the Transactions and operated through the same wholly owned subsidiaries of current LGEC, and (ii) the LG Studios Business will be held by New Lionsgate, which will be owned by LGEC shareholders and LG Studios shareholders as of immediately before the Transactions. The separation of the LG Studios Business from the Starz Business is intended, among other things, to enable the two companies to more effectively pursue their own distinct operating priorities and strategies and focus on strengthening their core businesses, to allocate financial resources to meet the unique needs of their own businesses and more effectively articulate a clear investment thesis as pure-play content studio and platform companies, respectively. Lionsgate expects that the Transactions will result in enhanced long-term performance of the businesses held by both Starz and New Lionsgate for the reasons discussed in the sections entitled “The Transactions—Lionsgate’s Reasons for the Transactions” and “The Transactions—LG Studio’s Reasons for the Transactions”.

Q: Why am I receiving this document?

A: This joint proxy statement/prospectus is being delivered to you as a registration statement of each of New Lionsgate and Starz and a proxy statement of each of Lionsgate and LG Studios. This document is a proxy statement because each of the Lionsgate Board and the LG Studios Board, respectively, is soliciting proxies from LGEC shareholders and LG Studios shareholders. The Lionsgate proxy will be used at the Lionsgate Annual General and Special Meeting or at any adjournment or postponement thereof, and the LG Studios proxy will be used at the LG Studios Special Meeting or at any adjournment or postponement thereof. This document is also a prospectus that forms a part of the joint Registration Statement on Form S-4 that New Lionsgate and Starz have filed with the SEC with respect to the New Lionsgate new common shares and Starz common shares being issued in connection with the Transactions, and contains information about New Lionsgate new common shares and the Starz common shares.

If you are an LGEC shareholder, Lionsgate is delivering this document to you because you are a holder of LGEC common shares. If you are a holder of LGEC Class A shares as of immediately prior to the Arrangement Effective Time, you will be entitled to receive one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares for every LGEC Class A share that you held as of such time. If you are a holder of LGEC Class B shares as of immediately prior to the Arrangement Effective Time, you will be entitled to receive one (1) New Lionsgate new common share and one (1) Starz common share for every LGEC Class B share that you held as of such time. You will receive cash in lieu of any fractional New Lionsgate new common shares or Starz common shares that you would have received after application of the above exchange ratios.

Additionally, in order to complete the Transactions, LGEC shareholders must approve the Lionsgate Transactions Proposal. Lionsgate will hold the Lionsgate Annual General and Special Meeting to obtain this approval and to ask LGEC shareholders to vote on the other LGEC proposals described in this joint proxy statement/prospectus. This joint proxy statement/prospectus contains important information about the Lionsgate Annual General and Special Meeting, the Transactions, the Arrangement Agreement, and the other agreements related to the Transactions, and you should read it carefully. The enclosed voting materials for the Lionsgate Annual General and Special Meeting allow you to vote your LGEC common shares without attending the Lionsgate Annual General and Special Meeting in person.

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If you are an LG Studios shareholder, LG Studios is delivering this document to you because you are a holder of LG Studios common shares. If you are a holder of LG Studios common shares as of immediately prior to the Arrangement Effective Time, you will be entitled to receive, for every one (1) LG Studios common share that you held as of such time, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time and held by LG Studios shareholders other than the LG Sirius Owned Shares (such shares, the “LG Studios Flip Shares” and such ratio, the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage will equal the quotient, expressed as a percentage, of (1) the LG Studios Flip Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to you in the LG Studios Flip is subject to change prior to the Arrangement Effective Time. LG Studios will hold the LG Studios Special Meeting to obtain approval for the foregoing. You will receive cash in lieu of any fractional New Lionsgate new common shares that you would have received after application of the LG Studios Reorganization Ratio. This joint proxy statement/prospectus contains important information about the LG Studios Special Meeting, the Transactions, the Arrangement Agreement, and the other agreements related to the Transactions, and you should read it carefully. The enclosed voting materials for the LG Studios Special Meeting allow you to vote your LG Studios common shares without attending the LG Studios Special Meeting in person.

Q: How will the separation of New Lionsgate from Lionsgate work?

A: Pursuant to the Plan of Arrangement involving a number of steps, LGEC shareholders will ultimately receive, in exchange for each LGEC Class A share that they hold, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares, and in exchange for each LGEC Class B share that they hold, one (1) New Lionsgate new common share and one (1) Starz common share. Following the consummation of the Transactions, the pre-transaction shareholders of Lionsgate will own shares in two separate public companies as follows: (i) the Starz Business will be held by current Lionsgate under a new name, Starz Entertainment Corp., which will continue to be owned by LGEC shareholders as of immediately before the Transactions and operated through the same wholly owned subsidiaries of LGEC, and (ii) the LG Studios Business will be held by New Lionsgate, which will be owned by LGEC shareholders and LG Studios shareholders as of immediately before the Transactions. The foregoing will happen by operation of law under the Plan of Arrangement through a series of steps beginning at the Arrangement Effective Time. For additional information on these steps in the Transactions, see “The Transactions—Structure of the Transactions.”

Q: Why is the separation of the Starz Business and LG Studios Business being effected by way of a plan of arrangement?

A: The BC Act provides a statutory process, called an arrangement, to enable corporations to propose to shareholders and, subject to obtaining shareholder and court approval, complete complicated transactions that may not otherwise be practicable under applicable corporate law. The Transactions, which include an arrangement proposed by Lionsgate to its shareholders, and an arrangement proposed by LG Studios to its

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shareholders, will be combined in a single plan of arrangement to provide to LGEC shareholders and LG Studios shareholders the opportunity to approve the transaction as a whole, and to ensure that the transaction will be completed in its entirety at the desired time.

Q: When will the Transactions occur?

A: The Transactions will be implemented as an arrangement that is subject to a number of conditions, including the approval of the Lionsgate Transactions Proposal by LGEC shareholders, the approval of the LG Studios Reorganization Proposal by LG Studios shareholders, and the receipt of a final order from the BC Court (the “Final Order”). Subject to the satisfaction or waiver of such conditions, it is expected that the Arrangement Effective Time will occur on or about [    ].

Q: If the Lionsgate Transactions Proposal is approved, what do shareholders need to do to receive New Lionsgate new common shares and Starz common shares?

A: LGEC shareholders do not need to take any action to receive New Lionsgate new common shares or Starz common shares pursuant to the Transactions, but you are encouraged to read this entire joint proxy statement/prospectus carefully. You will not be required make any payment to Lionsgate for the New Lionsgate new common shares or the Starz common shares, or to surrender any LGEC common shares you currently own in order to participate in the Transactions.

Q: If the LG Studios Reorganizations Proposal is approved, what do shareholders need to do to receive New Lionsgate new common shares?

A: LG Studios shareholders do not need to take any action to receive New Lionsgate new common shares pursuant to the Transactions, but you are encouraged to read this entire joint proxy statement/prospectus carefully. You will not be required make any payment to LG Studios for the New Lionsgate new common shares to participate in the Transactions.

Q: If the Lionsgate Transactions Proposal is approved, how will I receive my New Lionsgate new common shares and Starz common shares?

A: Following the completion of the Transactions, New Lionsgate new common shares and Starz common shares will be issued electronically by way of direct registration, or in “book-entry” or “uncertificated” form. Computershare will act as the registrar and transfer agent for New Lionsgate new common shares and Starz common shares after the Transactions.

Q: If the LG Studios Reorganization Proposal is approved, how will I receive my New Lionsgate new common shares?

A: Following the completion of the Transactions, New Lionsgate new common shares will be issued electronically by way of direct registration, or in “book-entry” or “uncertificated” form. Computershare will act as the registrar and transfer agent for New Lionsgate new common shares after the Transactions.

Q: How many New Lionsgate new common shares and Starz common shares will I receive in the Transactions?

A: LGEC shareholders will first receive in exchange for each LGEC Class A share that they hold, one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class A Exchange”; and such exchange ratio, the “Initial Class A Exchange Ratio”), and in exchange for each LGEC Class B share that they hold, one (1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class B Exchange”; and such

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exchange ratio, the “Initial Class B Exchange Ratio”). Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.” Following the Initial Share Exchange, LGEC will change its name to Starz Entertainment Corp. and create the Starz common shares and New Lionsgate will create the New Lionsgate new common shares. New Lionsgate shareholders (formerly LGEC shareholders) will then receive, in exchange for each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares (such exchange, the “Class A Separation Lion Exchange”, and such exchange ratio, the “Class A Separation Lion Exchange Ratio”; the Initial Class A Exchange, together with the Class A Separation Lion Exchange, is referred to herein as the “Class A Lion Exchange” and the Initial Class A Exchange Ratio, together with the Class A Separation Lion Exchange Ratio, is referred to herein as the “Class A Lion Exchange Ratio”) and one and twelve one-hundredths (1.12) Starz common shares (such exchange, the “Class A Separation Starz Exchange”, and such exchange ratio, the “Class A Separation Starz Exchange Ratio”; the Initial Class A Exchange, together with the Class A Separation Starz Exchange, is referred to herein as the “Class A Starz Exchange” and the Initial Class A Exchange Ratio, together with the Class A Separation Starz Exchange Ratio, is referred to herein as the “Class A Starz Exchange Ratio”), and in exchange for each New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share (such exchange, the “Class B Separation Lion Exchange”, and such exchange ratio, the “Class B Separation Lion Exchange Ratio”; the Initial Class B Exchange, together with the Class B Separation Lion Exchange, is referred to herein as the “Class B Lion Exchange” and the Initial Class B Exchange Ratio, together with the Class B Separation Lion Exchange Ratio, is referred to herein as the “Class B Lion Exchange Ratio”) and one (1) Starz common share (such exchange, the “Class B Separation Starz Exchange”, and such exchange ratio, the “Class B Separation Starz Exchange Ratio”; the Initial Class B Exchange, together with the Class B Separation Starz Exchange, is referred to herein as the “Class B Starz Exchange” and the Initial Class B Exchange Ratio, together with the Class B Separation Starz Exchange Ratio, is referred to herein as the “Class B Starz Exchange Ratio”). Each of the Class A Lion Exchange, Class A Starz Exchange, Class B Lion Exchange, and Class B Starz Exchange is referred to herein as an “Exchange” and collectively as the “Exchanges”. Each of the Class A Lion Exchange Ratio, Class A Starz Exchange Ratio, Class B Lion Exchange Ratio, and Class B Starz Exchange Ratio is referred to herein as an “Exchange Ratio” and collectively as the “Exchange Ratios”. Following the Exchanges and pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share. For a more detailed description of these steps, see “—Structure of the Transactions.”

LG Studios shareholders, other than New Lionsgate and dissenting shareholders will receive, in exchange for each LG Studios common share, without par value (“LG Studios common shares”), they hold, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the LG Studios Flip Shares (the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage will equal the quotient, expressed as a percentage, of (1) the LG Studios Flip Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change prior to the Arrangement Effective Time.

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Based on approximately [    ] LGEC Class A shares and approximately [    ] LGEC Class B shares outstanding as of [    ], a total of approximately [    ] New Lionsgate new common shares will be issued to LGEC shareholders. Based on approximately [    ] LG Studios shares outstanding as of [    ], a total of approximately [    ] New Lionsgate new common shares will be issued to LG Studios shareholders. Immediately following the completion of the Transactions, approximately [    ] New Lionsgate new common shares are expected to be outstanding. For additional information on the Transactions, see “The Transactions—Structure of the Transactions.”

Q: Will New Lionsgate or Starz issue fractional common shares in the Transactions?

A: No. Neither New Lionsgate nor Starz will issue fractional New Lionsgate new common shares or Starz common shares, as applicable, in connection with the Initial Share Exchange or Second Share Exchange. Prior to the Reverse Stock Split, to the extent that the Initial Share Exchange or Second Share Exchange would result in any LGEC shareholder or LG Studios shareholder being issued either a fractional New Lionsgate new common share or a fractional Starz common share, as applicable, such fraction will be rounded down to the nearest whole number and Computershare will aggregate the remaining fractional shares. Such shares will be sold in the public market by Computershare. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise have been entitled to receive) to those shareholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.

Moreover, no fractional Starz common shares will be issued in the Reverse Stock Split. To the extent that the Reverse Stock Split would result in any LGEC shareholder being issued a fractional Starz common share, such fractional share will be rounded up to the nearest whole Starz common share. For additional information on fractional shares see “Proposal No. 2—Reverse Stock Split—Fractional Shares.”

Q: What are the conditions to the Transactions?

A: The Transactions are subject to the satisfaction (or waiver by Lionsgate and LG Studios) of the following conditions:

• the Transactions having been duly determined by the Lionsgate Board to be in the best interests of Lionsgate;

• the Transactions having been duly determined by the LG Studios Board to be in the best interests of LG Studios;

• the approval by LGEC shareholders of the Lionsgate Transactions Proposal at the Lionsgate Annual General and Special Meeting;

• the approval by LG Studios shareholders of the LG Studios Reorganization Proposal at the LG Studios Special Meeting;

• the receipt by Lionsgate of the interim order from the BC Court, which we refer to as the “Lionsgate Interim Order,” the receipt by LG Studios of the interim order from the BC Court, which we refer to as the “LG Studios Interim Order,” and receipt of the Final Order in connection with the Transactions;

• the SEC declaring effective the registration statement of which this joint registration/proxy statement forms a part; there being no order suspending the effectiveness of the registration statement in effect; and there being no proceedings for such purposes having been instituted or threatened by the SEC;

• the receipt by Lionsgate of an opinion from Lionsgate’s outside tax advisor to the effect that the requirements for tax-free treatment under Section 355 of the Internal Revenue Code should be satisfied;

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• an independent appraisal firm acceptable to the Lionsgate Board having delivered an opinion to the Lionsgate Board confirming the solvency and financial viability of Starz after giving effect to the Transactions, in each case, in a form and substance acceptable to the Lionsgate Board in its sole and absolute discretion;

• all actions necessary or appropriate under applicable Canadian and U.S. federal, state, provincial or other securities or blue sky laws and the rule and regulations thereunder having been taken or made and, where applicable, having become effective or been accepted;

• no order, injunction or decree issued by any government authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions or any of the related transactions being in effect;

• the New Lionsgate new common shares to be issued having been accepted for listing on NYSE, subject to official notice of issuance; and

• no other event or development existing or having occurred that, in the judgment of the Lionsgate Board, or the LG Studios Board, makes it inadvisable to effect the Transactions.

Lionsgate and LG Studios cannot assure you that any or all of these conditions will be met, or that the Transactions will be consummated even if all of the conditions are met. Lionsgate and LG Studios can decline to go forward with the Transactions at any time. In addition, Lionsgate and LG Studios may waive any of the conditions to the Transactions to the extent such waiver is permitted by law. In the event that the Lionsgate Board and/or the LG Studios Board waive a material condition to the Transactions, each of Lionsgate and LG Studios intends to issue a press release and/or file a current report on Form 8-K to report such event. For a complete discussion of all of the conditions to the Transactions, see “The Transactions—Conditions to the Transactions.”

Q: What will happen if the Lionsgate Transactions Proposal is not approved by LGEC shareholders?

A: If the Lionsgate Transactions Proposal is not approved by the LGEC common shareholders or if the other conditions to the Transactions are not satisfied (or waived), the LG Studios Business will continue to be held by LG Studios, in which Lionsgate indirectly owns, and will continue to own, approximately 87.8% of the issued and outstanding shares, and the Starz Business will continue to be held by Lionsgate, and the Transactions will not proceed. As long as the LG Studios Business remains a part of LG Studios and Lionsgate owns an interest in LG Studios, and as long as the Starz business remains a part of Lionsgate, the LGEC common shares will also represent an indirect interest in the LG Studios Business and the Starz Business, as they do today. If the Transactions do not proceed, the potential benefits of the Transactions will not be realized and there may be an adverse impact on Lionsgate’s business, financial condition and operating results. See “Risk Factors—Risks Related to the Transactions—The Transactions are subject to various risks and uncertainties, including approval of the Lionsgate Transactions Proposal at the Lionsgate Annual General and Special Meeting and approval of the LG Studios Reorganization Proposal at the LG Studios Special Meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate and/or LG Studios before the Transactions, or the businesses of New Lionsgate and/or Starz following the Transactions.”

Q: What will happen if the LG Studios Reorganization Proposal is not approved by LG Studios Shareholders?

A: If the LG Studios Reorganization Proposal is not approved by the holders of LG Studios common shares or if the other conditions to the Transactions are not satisfied (or waived), the LG Studios Business will continue to be held by LG Studios, in which Lionsgate indirectly owns, and will continue to own, approximately 87.8% of the issued and outstanding shares, and the Transactions will not proceed. If the Transactions do not proceed, the potential benefits of the Transactions will not be realized and there may be

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an adverse impact on LG Studios’ business, financial condition and operating results. See “Risk Factors—Risks Related to the Transactions—The Transactions are subject to various risks and uncertainties, including approval of the Lionsgate Transactions Proposal at the Lionsgate Annual General and Special Meeting and approval of the LG Studios Reorganization Proposal at the LG Studios Special Meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate and/or LG Studios before the Transactions, or the businesses of New Lionsgate and/or Starz following the Transactions.”

Q: Am I entitled to appraisal rights or dissent rights?

A: There are no appraisal rights in connection with the Transactions.

With respect to dissent rights, it is Lionsgate’s intention and expectation that under the Interim Orders, only registered shareholders of Lionsgate as of the Record Date will be granted the right to dissent in respect of the Lionsgate Transactions Proposal, and only registered shareholders of LG Studios as of the Record Date will be granted dissent rights in respect of the LG Studios Reorganization Proposal (collectively, “dissent rights”), only if they strictly follow the procedures specified in Sections 237 through 247 of the BC Act, as modified by the Plan of Arrangement, the applicable Interim Order, and any other order of the BC Court. Shareholders of Lionsgate or LG Studios who are not shareholders of record and wish to dissent should be aware that only registered shareholders are entitled to exercise dissent rights. Accordingly, non-registered shareholders of Lionsgate or LG Studios who wish to exercise the dissent rights must make arrangements for the registered holder of such Lionsgate or LG Studios shares, as applicable, to dissent on their behalf. For additional information, see “The Transactions—Dissent Rights.”

The foregoing summary is not a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of his, her or its shares. Section 244 of the BC Act requires strict adherence to the procedures specified in the BC Act, as modified by the Plan of Arrangement and the applicable Interim Order, and failure to do so may result in the loss of all dissent rights.

If you wish to exercise dissent rights, you should review the requirements summarized in this joint proxy statement/prospectus carefully and consult with your legal advisor.

Q: Can Lionsgate and LG Studios decide to cancel the Transactions even if all the conditions have been met?

A: Yes. At any time prior to the Arrangement Effective Time, the Lionsgate Board and the LG Studios Board have the right to terminate the Transactions upon mutual agreement, even if all of the conditions described in the section entitled “The Transactions—Conditions to the Transactions” are satisfied.

Q: What happens if I sell my LGEC common shares before the Arrangement Effective Time?

A: You should consult with your financial advisors, such as your stock broker, bank or tax advisor. If you sell your LGEC common shares before the Arrangement Effective Time, you also will be selling your right to receive New Lionsgate new common shares and Starz common shares pursuant to the Transactions.

Q: What happens if I sell my LG Studios common shares before the Arrangement Effective Time?

A: You should consult with your financial advisors, such as your stock broker, bank or tax advisor. If you sell your LG Studios common shares before the Arrangement Effective Time, you also will be selling your right to receive New Lionsgate new common shares pursuant to the Transactions.

Q: How will I be able to trade New Lionsgate new common shares?

A: Lionsgate will continue to own all of the outstanding New Lionsgate new common shares prior to the Transactions. Accordingly, there is no current trading market for New Lionsgate new common shares. New

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Lionsgate intends to apply for authorization to list the New Lionsgate new common shares on the NYSE under the symbol “LION”. It is anticipated that trading in New Lionsgate new common shares will begin on the first trading day after the day the Transactions are completed.

New Lionsgate cannot predict the market prices for New Lionsgate new common shares after they begin to trade. It is possible that some Lionsgate shareholders or LG Studios shareholders may sell the New Lionsgate new common shares received in connection with the Transactions because, among other things, New Lionsgate’s investments or strategies do not fit their investment objectives or because the New Lionsgate new common share may not be included in certain indices. The market price of the New Lionsgate new common share may fluctuate significantly, including during the period before the market has analyzed fully the business and financial characteristics of the LG Studios Business separate from the Starz Business. See “Risk Factors—Risks Related to the Transactions—Substantial sales of New Lionsgate new common shares or Starz common shares following the completion of the Transactions, or the perception that such sales might occur, could depress the market prices of New Lionsgate new common shares or Starz common shares, respectively.”

Q: How will I be able to trade Starz common shares?

A: Lionsgate intends to apply for authorization to list the Starz common shares on the Nasdaq Stock Market LLC under the symbol “STRZ”. It is anticipated that trading in Starz common shares will begin on the first trading day after the day the Transactions are completed.

Lionsgate cannot predict the market prices for Starz common shares after they begin to trade. It is possible that some Lionsgate shareholders may sell the Starz common shares received in connection with the Transactions because, among other things, Starz’s business following the Transactions does not fit their investment objectives or because the Starz common shares may not be included in certain indices. The market price of the Starz common shares may fluctuate significantly, including during the period before the market has analyzed fully the business and financial characteristics of the Starz Business separate from the LG Studios Business. See “Risk Factors—Risks Related to the Transactions—Substantial sales of New Lionsgate new common shares or Starz common shares following the completion of the Transactions, or the perception that such sales might occur, could depress the market prices of New Lionsgate new common shares or Starz common shares, respectively.”

Q: What is the exchange ratio for LGEC Class A shares and LGEC Class B shares?

A: LGEC shareholders will first receive in exchange for each LGEC Class A share that they hold, one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class A Exchange”; and such exchange ratio, the “Initial Class A Exchange Ratio”). In exchange for each LGEC Class B share that they hold, one (1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class B Exchange”; and such exchange ratio, the “Initial Class B Exchange Ratio”). Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.” Following the Initial Share Exchange, LGEC will change its name to Starz Entertainment Corp. and create the Starz common shares and New Lionsgate will create the New Lionsgate new common shares. New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares (such exchange, the “Class A Separation Lion Exchange”, and such exchange ratio, the “Class A Separation Lion Exchange Ratio”; the Initial Class A Exchange, together with the Class A Separation Lion Exchange, is referred to herein as the “Class A Lion Exchange” and the Initial Class A Exchange Ratio, together with the Class A Separation Lion Exchange Ratio, is referred to herein as the “Class A Lion Exchange Ratio”) and one and twelve one-hundredths (1.12) Starz common shares (such exchange, the “Class A Separation Starz Exchange”, and such exchange ratio, the “Class A Separation Starz Exchange Ratio”; the Initial Class A

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Exchange, together with the Class A Separation Starz Exchange, is referred to herein as the “Class A Starz Exchange” and the Initial Class A Exchange Ratio, together with the Class A Separation Starz Exchange Ratio, is referred to herein as the “Class A Starz Exchange Ratio”), and in exchange for each New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share (such exchange, the “Class B Separation Lion Exchange”, and such exchange ratio, the “Class B Separation Lion Exchange Ratio”; the Initial Class B Exchange, together with the Class B Separation Lion Exchange, is referred to herein as the “Class B Lion Exchange” and the Initial Class B Exchange Ratio, together with the Class B Separation Lion Exchange Ratio, is referred to herein as the “Class B Lion Exchange Ratio”) and one (1) Starz common share (such exchange, the “Class B Separation Starz Exchange”, and such exchange ratio, the “Class B Separation Starz Exchange Ratio”; the Initial Class B Exchange, together with the Class B Separation Starz Exchange, is referred to herein as the “Class B Starz Exchange” and the Initial Class B Exchange Ratio, together with the Class B Separation Starz Exchange Ratio, is referred to herein as the “Class B Starz Exchange Ratio”). Each of the Class A Lion Exchange, Class A Starz Exchange, Class B Lion Exchange, and Class B Starz Exchange is referred to herein as an “Exchange” and collectively as the “Exchanges”. Each of the Class A Lion Exchange Ratio, Class A Starz Exchange Ratio, Class B Lion Exchange Ratio, and Class B Starz Exchange Ratio is referred to herein as an “Exchange Ratio” and collectively as the “Exchange Ratios”. Following the Exchanges and pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

Q: What is the exchange ratio for the LG Studios common shares?

A: Each LG Studios common share will be exchanged for a number of New Lionsgate new common shares equal to the LG Studios Reorganization Ratio.

Q: Will the Transactions affect the market price of my LGEC common shares?

A: Yes. As a result of the Transactions, it is expected that the market price of shares of Starz common shares and New Lionsgate new common shares immediately following the completion of the Transactions will be different from the market price of the LGEC common shares immediately prior to the Transactions because the market price of New Lionsgate new common shares and Starz common shares will no longer reflect the ownership interest in both the LG Studios Business and the Starz Business. There can be no assurance whether the sum of the market value of the New Lionsgate new common shares and the Starz common shares following the completion of the Transactions will be higher or lower than or the same as the market value of LGEC common shares if the Transactions did not occur. This means, for example, that the combined market prices of one and twelve one-hundredths (1.12) Starz common shares and one and twelve one-hundredths (1.12) New Lionsgate new common share after the Transactions may be equal to, greater than, or less than the market price of one (1) share of LGEC Class A shares before the Transactions and the combined market prices of one (1) Starz common share and one (1) New Lionsgate new common share after the Transactions may be equal to, greater than, or less than the market price of one (1) share of LGEC Class B shares before the Transactions. Such exchange transactions by LGEC shareholders are collectively referred to as the “Second Share Exchange.” Following the Second Share Exchange, pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

Q: Will the Transactions affect the market price of my LG Studios common shares?

A: The LG Studios common shares will be delisted from Nasdaq and deregistered under the Exchange Act following the completion of the Transactions. Additionally, although the New Lionsgate new common shares will represent an interest in the LG Studios Business, as the LG Studios shares do today, we cannot predict if they will trade at a higher, lower, or similar price to the LG Studios shares.

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Q: What are the material U.S. and Canadian federal income tax consequences of the Transactions?

A: Holders of LGEC common shares who hold such shares as capital property for purposes of the Income Tax Act (Canada) and the regulations promulgated from time to time thereunder, which we refer to herein as the “Canadian Tax Act,” will generally realize a capital gain or capital loss as a result of the transactions involving their shares pursuant to the arrangement. Non-residents of Canada generally will not be subject to tax under the Canadian Tax Act in respect of any such capital gain.

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 involving their shares pursuant to the arrangement.

It is a condition to the completion of the Transactions that Lionsgate receive an opinion from its outside tax advisor, with respect to certain requirements for qualification for tax-free treatment under Section 355 of the Code. Accordingly, it is expected that, except with respect to cash received in lieu of a fractional New Lionsgate new common shares, no gain or loss should be recognized by you, and no amount should be included in your income, upon the receipt of New Lionsgate new common shares in the Transactions for U.S. federal income tax purposes. You will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of a fractional share of New Lionsgate new common shares.

New Lionsgate currently intends to report the exchange of LG Studios common shares for New Lionsgate new common shares as a transaction described in Section 351 of the Code. The qualification of the exchange as a transaction described in Section 351 of the Code depends on numerous facts and circumstances, some of which may not be known as of the completion of the Transactions, and on certain actions and transactions that may occur after the completion of the Transactions. Accordingly, there can be no assurance that the exchange will so qualify. If the exchange qualifies as a transaction described in Section 351 of the Code, it will generally be tax-free to you as to the shares of New Lionsgate new common shares you receive. If, on the other hand, the exchange does not so qualify, the exchange generally will be a taxable transaction to you, and you will generally recognize gain or loss in an amount equal to the difference, if any, between (i) the value of the New Lionsgate new common shares and (ii) your adjusted tax basis in the LG Studios common shares exchanged in the Transactions.

You should consult your own tax advisor as to the particular consequences of the Transactions to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any non-U.S. tax laws, including Canadian tax laws. For more information regarding the material U.S. federal income tax consequences of the Transactions, see “Material U.S. Federal Income Tax Consequences of the Transactions for Lionsgate Shareholders” and “Material U.S. Federal Income Tax Consequences of the Transactions for LG Studios Shareholders.” For more information regarding the material Canadian tax consequences of the Transactions to holders of LGEC common shares, see “Material Canadian Federal Income Tax Consequences of the Transactions for Lionsgate Shareholders.”

Q: How will I determine my tax basis in the New Lionsgate shares I receive in the Transactions?

A: For U.S. federal income tax purposes, your aggregate basis in the Starz common shares that you hold and the New Lionsgate new common shares that you receive in the Transactions (including any fractional share interest in New Lionsgate new common shares for which you receive cash) will equal the aggregate basis in the LGEC common shares held by you immediately before the Transactions, allocated between the Starz common shares and the New Lionsgate new common shares (including any fractional share interest in New Lionsgate new common shares for which you receive cash) you receive in the Transactions in proportion to the relative fair market value of each on the effective date of the Transactions. You should consult your tax advisor about the particular consequences of the Transactions to you, including the application of the tax basis allocation rules and the application of state, local and non-U.S. tax laws. For Canadian federal income tax purposes, the cost of the New Lionsgate new common shares received in the transaction by LGEC shareholders will be equal to the fair market value of such stock as of the Arrangement Effective Time. For additional information, see “Material Canadian Federal Income Tax Consequences of the Transactions for Lionsgate Shareholders.”

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Q: What will New Lionsgate’s relationship be with Starz following the completion of the Transactions?

A: After the Transactions, Starz and New Lionsgate will be separate companies with separate management teams and separate boards of directors. Prior to the Transactions, Lionsgate and New Lionsgate will enter into certain agreements, including an Arrangement Agreement and a Separation Agreement, to effect the Transactions and to provide a framework for New Lionsgate’s relationship with Starz after the Transactions, as well as certain other agreements, including a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and agreements governing other commercial licensing arrangements between the parties. The Arrangement Agreement, Separation Agreement and other agreements will provide for the allocation between New Lionsgate and Starz of the assets, employees, liabilities and obligations (including, among others, investments, property, intellectual property, employee benefits and tax-related assets and liabilities) of Lionsgate and its subsidiaries attributable to periods prior to, at and after the Transactions and will govern the relationship between New Lionsgate and Starz subsequent to the completion of the Transactions.

In addition, New Lionsgate will continue to produce certain original programming that currently appears on Starz services and Starz will continue to have an exclusive multiyear output licensing agreement with New Lionsgate for Lionsgate-branded titles initially theatrically released in the U.S. during the period commencing January 1, 2022 and for Lionsgate’s Summit label titles initially theatrically released in the U.S. during the period commencing January 1, 2023. For additional information regarding the Separation Agreement and other agreements between New Lionsgate and Lionsgate or Starz, see the sections entitled “Risk Factors—Risks Related to the Transactions” and “Certain Relationships and Related Party Transactions.”

Q: Who will manage New Lionsgate following the completion of the Transactions?

A: New Lionsgate will benefit from a management team with extensive industry experience and background in the LG Studios Business. Led by Jon Feltheimer, Lionsgate’s current Chief Executive Officer, who will be New Lionsgate’s Chief Executive Officer, New Lionsgate’s management team will possess deep knowledge of, and extensive experience in, the motion picture and television production and distribution business. For more information regarding New Lionsgate’s management and directors, see the sections entitled “Information About New Lionsgate After the Transactions—Management of New Lionsgate” and “Information About New Lionsgate After the Transactions—Directors of New Lionsgate.”

Q: Who will manage Starz following the completion of the Transactions?

A: Starz will benefit from a management team with extensive industry experience and background in the Starz Business. Led by Jeffrey A. Hirsch, Starz’s current President and Chief Executive Officer, who will continue to be Starz’s President and Chief Executive Officer following the completion of the Transactions, Starz’s management team will possess deep knowledge of, and extensive experience in, franchise content creation, data/analytics, technology, linear and digital wholesale distribution and direct to consumer business. For more information regarding Starz’s management and directors, see the sections entitled “Information About Starz After the Transactions—Management of Starz” and “Information About Starz After the Transactions—Directors of Starz.”

Q: Are there risks associated with owning New Lionsgate new common shares?

A: Yes. Ownership of New Lionsgate new common shares is subject to both general and specific risks relating to the LG Studios Business, the industry in which New Lionsgate will operate, its ongoing contractual relationships with Starz and its status as a separate, publicly traded company. Ownership of New Lionsgate new common shares is also subject to risks relating to the Transactions. Certain of these risks are described in the “Risk Factors” section of this joint proxy statement/prospectus. We encourage you to read that section carefully.

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Q: Are there risks associated with owning Starz common shares?

A: Yes. Ownership of Starz common shares is subject to both general and specific risks relating to the Starz Business, the industry in which Starz will operate, its ongoing contractual relationships with New Lionsgate and its status as a separate, publicly traded company. Ownership of Starz common shares is also subject to risks relating to the Transactions. Certain of these risks are described in the “Risk Factors” section of this joint proxy statement/prospectus. We encourage you to read that section carefully.

Q: What are the anticipated levels of indebtedness of New Lionsgate and Starz and how do these compare to the current levels of indebtedness of Lionsgate and LG Studios?

A: As of September 30, 2024, Lionsgate had approximately $2.5 billion of outstanding indebtedness, net of unamortized debt issuance costs, comprised of the Senior Credit Facilities, 5.500% Notes, Exchange Notes and IP Facilities (each as defined herein). Lionsgate expects the Senior Credit Facilities will be terminated in connection with completion of the Transactions.

As of September 30, 2024, LG Studios had approximately $1.8 billion of outstanding indebtedness, net of unamortized debt issuance costs, comprised of the Intercompany Revolver (as defined herein), Intercompany Note (as defined herein) and IP Facilities. LG Studios expects the Intercompany Revolver and Intercompany Note will be terminated in connection with completion of the Transactions.

In connection with completion of the Transactions, New Lionsgate expects to enter into a new revolving credit facility and assume the obligations outstanding under the Exchange Notes. New Lionsgate expects the IP Facilities to remain in place as obligations of New Lionsgate following completion of the Transactions. As a result, New Lionsgate anticipates having approximately $1,755.3 million of outstanding indebtedness upon completion of the Transactions.

In connection with completion of the Transactions, Starz expects to enter into a new revolving credit and term loan facility. Starz expects the 5.500% Notes to remain in place as obligations of Starz following completion of the Transactions. As a result, Starz anticipates having approximately $631.7 million of outstanding indebtedness upon completion of the Transactions.

For more information regarding the material indebtedness of New Lionsgate and Starz, see “Description of New Lionsgate Material Indebtedness” and “Description of Starz Material Indebtedness.”

Q: Where can I find details about New Lionsgate’s board of directors and governance structure?

A: For details about the board of directors of New Lionsgate, which we refer to as the “New Lionsgate Board” and governance structure, see “Information About New Lionsgate After the Transactions—Directors of New Lionsgate,” “Information About New Lionsgate After the Transactions—Executive Compensation,” and “Description of New Lionsgate Capital Stock.”

Q: Where can I find details about Starz’s board of directors and governance structure?

A: For details about the board of directors of Starz, which we refer to as the “Starz Board” and governance structure, see “Information About Starz After the Transactions—Directors of Starz,” “Information About Starz After the Transactions—Executive Compensation,” and “Description of Starz Capital Stock.”

Q: Does New Lionsgate plan to pay dividends?

A: New Lionsgate does not expect to pay a regular dividend after the Transactions. However, the timing, declaration, amount of, and payment of any dividends following the Transactions will be within the discretion of the New Lionsgate Board, and will depend upon many factors. See “Information About New Lionsgate After the Transactions—New Lionsgate Dividend Policy.”

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Q: Does Starz plan to pay dividends?

A: Starz does not expect to pay a regular dividend after the Transactions. However, the timing, declaration, amount of, and payment of any dividends following the Transactions will be within the discretion of the Starz Board, and will depend upon many factors. See “Information About Starz After the Transactions—Starz Dividend Policy.”

Q: What rights will attach to my New Lionsgate new common shares and how do these compare to the rights attaching to my LGEC common shares or LG Studios common shares?

A: The rights that will attach to New Lionsgate new common shares will be substantially similar to the rights that currently attach to LG Studios common shares, which differ in certain respects from the rights that attach the LGEC common shares. A description of such rights is included in the section entitled “Description of New Lionsgate Capital Stock.”

Q: What rights will attach to my Starz common shares and how do these compare to the rights attaching to my LGEC common shares?

A: The rights that will attach to Starz common shares will be substantially similar to the rights that currently attach to LG Studios common shares, which differ in certain respects from the rights that attach the LGEC common shares. A description of such rights is included in the section entitled “Description of Starz Capital Stock.”

Q: Who will be the exchange agent for the Transactions and transfer agent and registrar for New Lionsgate new common shares and Starz common shares?

A: The exchange agent for the Transactions and the transfer agent and registrar for each of the New Lionsgate new common shares and the Starz common shares will be Computershare. For questions relating to the transfer or mechanics of the Transactions, including the exchange, you should contact Computershare toll free at [ ] or non-toll free at [    ].

Q: Where can I find more information about Lionsgate, New Lionsgate and Starz?

A: Before the Transactions, if you have any questions relating to Lionsgate, you should contact:

Lions Gate Entertainment Corp.

2700 Colorado Avenue

Santa Monica, CA 90404

Attention: Investor Relations Department

After the Transactions, shareholders who have any questions relating to New Lionsgate should contact New Lionsgate at:

Lionsgate Studios Corp.

2700 Colorado Avenue

Santa Monica, CA 90404

Attention: Investor Relations Department

New Lionsgate will maintain an investor website at https://investors.lionsgatestudios.com The New Lionsgate investor website and the information contained therein or connected thereto are not incorporated into this joint proxy statement/prospectus or the registration statement of which this joint proxy statement/prospectus forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

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After the Transactions, shareholders who have any questions relating to Starz’s business performance should contact Starz at:

Starz Entertainment Corp.

1647 Stewart Street

Santa Monica, CA 90404

Attention: Investor Relations Department

Starz will maintain an investor website at www.investors.starz.com. The Starz investor website and the information contained therein or connected thereto are not incorporated into this joint proxy statement/prospectus or the registration statement of which this joint proxy statement/prospectus forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

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SUMMARY

This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. To fully understand the Transactions and the Proposals to be considered at the Lionsgate Annual General and Special Meeting and the LG Studios Special Meeting (each as described below) you should read carefully this entire joint proxy statement/prospectus, including the annexes, as well as the documents incorporated by reference into this joint proxy statement/prospectus, and the other documents to which you are referred. Please see the section entitled “Where You Can Find More Information” elsewhere in this joint proxy statement/prospectus.

Summary of Risk Factors (page 28)

Participating in the Transactions is subject to a number of risks, including risks relating to New Lionsgate and the LG Studios Business, risks related to Starz and the Starz Business, risks related to the Transactions, and Risks Related to New Lionsgate new common shares and Starz common shares. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” of this joint information/proxy statement for a more thorough description of these and other risks.

Risks Related to New Lionsgate and the LG Studios Business

• New Lionsgate faces substantial capital requirements and financial risks.

• The requirements of being a public company, including maintaining adequate internal control over financial and management systems, may strain New Lionsgate’s resources, divert management’s attention, and affect New Lionsgate’s ability to attract and retain executive management and qualified board members.

• New Lionsgate may incur significant write-offs if its projects do not perform well enough to recoup costs.

• Changes in New Lionsgate’s business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability.

• New Lionsgate’s revenues and results of operations may fluctuate significantly.

• New Lionsgate’s content licensing arrangements, primarily those relating to the distribution of films in foreign territories, may include minimum guarantee arrangements which, absent such arrangements, could adversely affect our results of operations.

• New Lionsgate may not have long-term arrangements with many of its production or co-financing partners and, as a result, New Lionsgate may not have certain derivative rights related thereto.

• The LG Studios Business relies on a few major retailers and distributors and the loss of any of those could reduce New Lionsgate’s revenues and operating results.

• A significant portion of New Lionsgate’s library revenues is expected to come from a small number of titles.

• Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect New Lionsgate’s business, financial condition or results of operations.

• New Lionsgate expects to face substantial competition in all aspects of its business.

• New Lionsgate will face economic, political, regulatory, and other risks from doing business internationally.

• New Lionsgate expects to be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.

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• If Entertainment One Canada Ltd. loses Canadian status, it could lose licenses, incentives and tax credits.

• New Lionsgate’s success will depend on attracting and retaining key personnel and artistic talent.

• Global economic turmoil and regional economic conditions could adversely affect New Lionsgate’s business.

• New Lionsgate could be adversely affected by labor disputes, strikes or other union job actions.

• Business interruptions from circumstances or events out of New Lionsgate’s control could adversely affect New Lionsgate’s operations.

• New Lionsgate’s business will be dependent on the maintenance and protection of its intellectual property and pursuing and defending against intellectual property claims may have a material adverse effect on New Lionsgate’s business.

• The LG Studios Business involves risks of claims for content of material, which could adversely affect New Lionsgate’s business, results of operations and financial condition.

• New Lionsgate may in the future become subject to litigation and other legal proceedings, which could adversely impact its business, financial condition and results of operations.

• Piracy of films and television programs could adversely affect New Lionsgate’s business over time.

• New Lionsgate may rely upon “cloud” computing services to operate certain aspects of its service and any disruption of or interference with its use of its “cloud” computing servicer could adversely impact its operations and its business.

• New Lionsgate’s activities are subject to stringent and evolving obligations which may adversely impact its operations. New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of its business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

• Service disruptions or failures of New Lionsgate or its third-party service providers’ information systems, data and networks may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to loss of revenue or profit, loss of customers or sales and other adverse consequences.

• New Lionsgate may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

• The Internal Revenue Service may not agree that New Lionsgate should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that its U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules.

• Future changes to U.S. and non-U.S. tax laws could adversely affect New Lionsgate.

• Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible.

• New Lionsgate’s tax rate is uncertain and may vary from expectations.

• Legislative or other governmental action in the U.S. could adversely affect New Lionsgate’s business.

• Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect New Lionsgate’s effective tax rates.

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Risks Related to Starz and the Starz Business

• Following the completion of the Transactions, Starz will be a smaller, less diversified company than Lionsgate prior to the Transactions with a different financial profile.

• Starz could experience temporary interruptions in business operations and incur additional costs as it builds its information technology infrastructure and transitions its data to its own systems.

• The accounting and other management systems and resources of Starz may not be adequately prepared to meet the financial reporting and other requirements to which Starz will continue to be subject following the completion of the Transactions.

• Starz faces risks related to the restructuring of its business, which have affected and may continue to affect the value of its assets.

• Starz’s efforts to attract and retain subscribers for Starz services may not be successful, which may adversely affect its business, financial condition, results of operations and cash flows.

• Starz’s business depends on viewer preferences, which are difficult to predict.

• Starz’s success depends upon the availability of quality programming in a highly competitive marketplace, and it may be unable to secure or maintain such programming.

• Starz depends on distributors that carry its programming, and no assurance can be given that Starz will be able to maintain and renew these affiliation agreements on favorable terms or at all.

• Starz relies on a few major distributors and the loss of any of those could reduce its revenues and operating results.

• Starz depends, in part, on distributors to market and present its services, the lack of which may result in reduced customer demand.

• Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect Starz’s business, financial condition, results of operations or cash flows.

• Business interruptions could adversely affect Starz’s business, financial condition, results of operations and cash flows.

• Starz relies, in part, on third-party sales platforms as well as third-party internet-connected devices for distribution of its direct-to-consumer service.

• Starz is subject to payment processing risk.

• Starz faces substantial competition in all aspects of its business, including competition for marketing and carriage of its services.

• Starz faces economic, political, and regulatory risks from doing business internationally.

• Starz’s business involves risks of claims for content of material, which could adversely affect its business, financial condition, results of operations and cash flows.

• Starz may fail to adequately protect its intellectual property rights or may be accused of infringing intellectual property rights of third parties.

• Starz is, and may in the future become, subject to litigation and other legal proceedings, which could adversely affect its business, financial condition, results of operations and cash flows.

• Inflation or economic instability in the markets in which Starz operates could adversely affect Starz’s business, financial condition, results of operations and cash flows.

• If the technology Starz uses in operating its business fails, is unavailable, or does not operate to expectations, its business, financial condition, results of operations and cash flows could be adversely affected.

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• Starz utilizes “cloud” computing services to deliver a distributed computing infrastructure platform for its business operations and any disruption of or interference with its use of its “cloud” computing servicer could adversely impact its business, financial condition, results of operations and cash flows.

• Protection of electronically stored data is costly and if Starz’s data is compromised in spite of this protection, it may incur additional costs, lost opportunities and damage to its reputation.

• Starz’s activities are subject to a variety of stringent and changing regulatory obligations, which may adversely impact its business, financial condition, results of operations and cash flows.

• The loss of any of Starz’s key personnel and artistic talent could adversely affect its business, financial condition, results of operations and cash flows.

• Starz’s business could be adversely affected by labor disputes or other union actions.

• Starz will be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.

• Starz may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

Risks Related to the Transactions

• New Lionsgate and Starz may be unable to achieve some or all of the benefits that they expect to achieve through the Transactions.

• Challenges in the commercial and credit environment may adversely affect the expected benefits of the Transactions, the expected plans or anticipated timeline to complete the Transactions and future access to capital on favorable terms.

• The historical financial information of the LG Studios Business and pro forma financial information of New Lionsgate included in this joint proxy statement/prospectus is not necessarily representative of the results that New Lionsgate would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

• Lionsgate’s historical financial information is not necessarily representative of the results that the Media Networks segment would have achieved as a separate, publicly traded company and is therefore not an indicator of its future results.

• Following the completion of the Transactions, New Lionsgate will be a smaller, less diversified company than Lionsgate prior to the Transactions with a different financial profile.

• Substantial sales of New Lionsgate new common shares or Starz common shares following the completion of the Transactions, or the perception that such sales might occur, could depress the market prices of New Lionsgate new common shares or Starz common shares, respectively.

• New Lionsgate or Starz may fail to perform under the agreements that will be executed as part of the Transactions, and such failure to perform could have a material adverse effect on New Lionsgate’s or Starz’s operations, respectively.

• New Lionsgate or Starz may be held liable to the other if it fails to perform under its agreements, and the performance of such services may negatively affect New Lionsgate’s and/or Starz’s business and operations.

• Certain of the transaction agreements between New Lionsgate and Starz may be on terms that differ from the terms each may have otherwise received from unaffiliated third parties.

• The transfer to New Lionsgate or Starz of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental

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authorities. If such consents or approvals are not obtained, New Lionsgate or Starz may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business and financial performance.

• The Transactions may result in litigation and/or regulatory inquiries and investigations, which would harm New Lionsgate’s or Starz’s business, financial condition and operating results and could divert management attention.

• Purported noteholders have instituted suit against Lionsgate claiming that it breached the indenture governing Lions Gate Capital Holdings LLC’s 5.500% senior notes due 2029 by virtue of an amendment executed in connection with an exchange by certain noteholders for new notes.

• The Transactions are subject to various risks and uncertainties, including approval of the Lionsgate Transactions Proposal at the Lionsgate Annual General and Special Meeting and approval of the LG Studios Reorganization Proposal at the LG Studios Special Meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate and/or LG Studios before the Transactions, or the businesses of New Lionsgate and/or Starz following the Transactions.

• After the Transactions, actual or potential conflicts of interest may develop between the management and directors of Starz, on the one hand, and the management and directors of New Lionsgate, on the other hand.

• Starz, New Lionsgate and their respective shareholders could suffer material adverse tax consequences as a result of the Transactions.

• The executive officers and directors of Lionsgate and the executive officers and directors of LG Studios have interests in the Transactions that may be different from, or in addition to, the interests of Lionsgate’s shareholders and LG Studios’ shareholders.

• The allocation of intellectual property rights between Starz and New Lionsgate as part of the Transactions could adversely affect New Lionsgate’s and/or Starz’s competitive positions and/or ability to develop and commercialize certain content and services.

Risks Related to New Lionsgate New Common Shares and Starz Common Shares

• Neither New Lionsgate nor Starz can be certain that an active trading market for its common shares will develop or be sustained after the Transactions, and following the completion of the Transactions, its share price may fluctuate significantly.

• New Lionsgate and Starz do not expect to pay any cash dividends for the foreseeable future.

• Your percentage ownership in New Lionsgate and Starz may be diluted in the future.

• If securities or industry analysts do not publish research or publish misleading or unfavorable research about New Lionsgate’s or Starz’s business, New Lionsgate’s or Starz’s share price and/or trading volume, as applicable, could decline.

The Parties to the Transactions (page 72)

Lionsgate (page 72)

Lionsgate was incorporated under the Canada Business Corporations Act with the name 3369382 Canada Limited on April 28, 1997, amended its articles on July 3, 1997 to change its name to Lions Gate Entertainment Corp., and continued under the BC Act on September 24, 1997. Lionsgate’s corporate office address is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8. Lionsgate’s principal executive offices are located at 2700 Colorado Avenue, Santa Monica, California, 90404.

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LGEC Class A shares currently trade on the New York Stock Exchange under the ticker symbol “LGF.A” and LGEC Class B shares currently trade on the New York Stock Exchange under the ticker symbol “LGF.B”.

New Lionsgate (page 72)

New Lionsgate is a newly formed entity incorporated under the laws of the Province of British Columbia and is a direct, wholly owned subsidiary of Lionsgate (“New Lionsgate”). Following the completion of the Transactions, New Lionsgate will hold the LG Studios Business.

New Lionsgate was incorporated under the BC Act using the name Lionsgate Studios Holding Corp. on October 2, 2024. New Lionsgate’s head office address is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8.

The New Lionsgate new common shares are expected to trade under the symbol “LION” on the New York Stock Exchange after the Transactions.

LG Studios (page 72)

LG Studios was incorporated under Cayman Islands law as a blank check company, SEAC II Corp. (its predecessor in interest) on November 3, 2021, and amended its articles on May 13, 2024 to change its name to Lionsgate Studios Corp. On May 13, 2024, Lionsgate consummated a business combination resulting in LG Studios becoming a publicly-traded company and majority-owned subsidiary of Lionsgate. Prior to the consummation of the business combination, LG Studios effected a deregistration pursuant to and in accordance with Sections 206 through 209 of the Cayman Islands Companies Act (as revised) and a continuation and domestication as a British Columbia company in accordance with the BC Act.

LG Studios common shares trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LION.”

Starz (page 72)

Starz Networks is a leading provider of premium subscription video programming to consumers in the U.S. and Canada, offering thousands of titles to its subscribers including its critically-acclaimed and award-winning scripted original series. Starz sells its services on a direct-to-consumer basis and through various distributors, including over-the-top providers (such as Amazon, Apple, Google and Hulu) and multichannel video programming distributors (such as Comcast, Charter, DIRECTV and DISH Network). Launching in April 2016, Starz was among the first standalone over-the-top services offering premium video programming. Starz’s over-the-top service is consistently among the top dozen most subscribed video subscription services in the U.S.

Starz’s flagship premium service STARZ had 20.15 million subscribers as of September 30, 2024 (total North America not including subscribers who receive programming free as part of a promotional offer). Starz offers premium original series and recently released and library movies without advertisements. Starz’s other services, STARZ ENCORE and MOVIEPLEX, offer theatrical and independent library movies as well as original and classic television series also without advertisements. Starz’s services include a stand-alone, direct-to-consumer app, 17 linear networks, and on-demand and online viewing platforms, Starz’s app and online viewing platforms offer thousands of hours of monthly movies and series episodes from studio partners, including first-run content, along with a growing line-up of successful original programming. Starz’s services are offered directly to consumers via the STARZ app and via Starz’s website at www.starz.com as well as through Starz’s retail partners (such as Apple and Google) for a recurring fee, or by Starz’s distributors to their subscribers either at a recurring price as part of a programming tier, package or bundle with other products or services, or on an a la carte basis.

Starz is a subsidiary of Lionsgate, incorporated under Delaware law on August 10, 2006 as Starz, LLC, and acquired by Lionsgate on December 8, 2016. Following the completion of the Transactions, the Starz Business will be

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held by current Lionsgate under a new name, Starz Entertainment Corp., which will continue to be owned by LGEC shareholders as of immediately before the Transactions and operated through the same wholly owned subsidiaries of current Lionsgate. Starz’s head office address is located at 1647 Stewart Street, Santa Monica, CA 90404.

The Starz common shares are expected to trade under the symbol “STRZ” on The Nasdaq Stock Market LLC after the Transactions.

The Transactions (page 112)

Structure of the Transactions

The Transactions will result in the separation of the LG Studios Business from the Starz Business through a series of steps that will result in the pre-transaction shareholders of LGEC owning shares in two separate public companies: (1) LGEC, which will be renamed “Starz Entertainment Corp.” and will hold, directly and through subsidiaries, the Starz Business, and will continue to be owned by LGEC shareholders, and (2) New Lionsgate, which will be renamed “Lionsgate Studios Corp.” and will hold, directly and through subsidiaries, the LG Studios Business, and will be owned by LG Studios shareholders and LGEC shareholders.

The Transactions will consist of elements of a typical Canadian “spinoff” and be completed through a British Columbia Plan of Arrangement, which is a British Columbia statutory procedure providing for approval with respect to fairness and supervision with respect to procedure by the BC Court. The Plan of Arrangement is subject to approval by the shareholders of LGEC, the shareholders of LG Studios and the BC Court. As currently contemplated, the Transactions will occur on a taxable basis to the shareholders of LGEC under the Canadian Tax Act, with non-residents of Canada expected to be exempt from Canadian income tax on any gains realized. 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 on the exchange of LG Studios common shares for New Lionsgate new common shares.

With respect to dissent rights, it is Lionsgate’s intention and expectation that, under the Interim Orders, registered shareholders of Lionsgate as of the Record Date will be granted the right to dissent in respect of the Lionsgate Transactions Proposal, and registered shareholders of LG Studios as of the Record Date will be granted dissent rights in respect of the LG Studios Reorganization Proposal (collectively, the “dissent rights”), provided they strictly follow the procedures specified in Section 237 through Section 247 of the BC Act, as modified by the Plan of Arrangement, the applicable Interim Order, and any other order of the BC Court.

Shareholders of Lionsgate or LG Studios who are not shareholders of record and wish to dissent should be aware that only registered shareholders are entitled to dissent rights. Accordingly, non-registered shareholders of Lionsgate or LG Studios who wish to exercise the dissent rights must make arrangements for the registered holder of such Lionsgate or LG Studios shares to dissent on their behalf. For additional information, see “—Dissent Rights” below.

In connection with the completion of the Transactions, among other things:

• LGEC shareholders will first receive in exchange for each outstanding LGEC Class A share that they hold:

^○  One (1) New Lionsgate Class A share; and

^○  One (1) New Lionsgate Class C preferred share;

• LGEC shareholders will first receive, in exchange for each outstanding LGEC Class B share that they hold:

^○  One (1) New Lionsgate Class B share; and

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^○  One (1) New Lionsgate Class C preferred share.

• LGEC will change its name to Starz Entertainment Corp. and create a new class of voting common shares, the Starz common shares.

• New Lionsgate will create a new class of common shares without par value (the “New Lionsgate new common shares”) and New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each:

• New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares;

• New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share and one (1) Starz common share.

• Such exchange transactions by LGEC shareholders are collectively referred to as the “Second Share Exchange.”

• As a result of the steps described above, each of New Lionsgate and Starz will have a single class of “one share, one vote” common shares.

• Following the Second Share Exchange, pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

• LG Studios shareholders, other than New Lionsgate and dissenting shareholders will receive, in exchange for each LG Studios common share, without par value (“LG Studios common shares”), they hold, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the LG Studios Flip Shares (the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage will equal the quotient, expressed as a percentage, of (1) LG Studios Flip Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change prior to the Arrangement Effective Time. The LG Studios common shares will be delisted from Nasdaq and deregistered under the Exchange Act.

• New Lionsgate will change its name to “Lionsgate Studios Corp.”

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The following diagram depicts Lionsgate’s simplified current organizational and ownership structures prior to completion of the Transactions.

The following diagram depicts LG Studios’ simplified current organizational and ownership structures prior to completion of the Transactions.

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The following diagrams depict New Lionsgate’s and Starz’s simplified organizational and ownership structures immediately following the completion of the Transactions.

Results of the Transactions

After the Transactions, each of New Lionsgate and Starz will be a separate, publicly traded company. The actual number of New Lionsgate new common shares to be issued in the Transactions will be determined at the Arrangement Effective Time, and will reflect any exercise of stock options (“stock options”) or share appreciation rights (“SARs”) relating to LGEC common shares (stock options and SARs referred to collectively as “LGEC options”) prior to the Arrangement Effective Time.

New Lionsgate, Lionsgate and LG Studios will enter into a Separation Agreement, an Arrangement Agreement as well as other related agreements to effect the Transactions and to provide a framework for their relationship after the Transactions, including a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and agreements governing other commercial licensing arrangements between the parties. The Separation Agreement and other agreements will provide for, among other things, the allocation between New Lionsgate and Starz of the assets, employees, liabilities and obligations (including, among others, investments, property, intellectual property and employee benefits and tax-related assets and liabilities) of Lionsgate and its subsidiaries attributable to periods prior to, at and after New Lionsgate’s separation from Lionsgate and will govern the relationship between New Lionsgate and Starz subsequent to the completion of the Transactions. For additional information regarding the Separation Agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Transactions” and “Certain Relationships and Related Party Transactions.”

The Lionsgate Annual General and Special Meeting (page 74)

The Lionsgate Annual General and Special Meeting will be held on [    ], [    ], beginning at [    ], Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8.

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Purpose of the Lionsgate Annual General and Special Meeting

The purpose of the Lionsgate Annual General and Special Meeting is for the LGEC shareholders to vote on the following proposals:

1. Consider pursuant to the LGEC Interim Order and, if deemed advisable, approve, with or without variation, a special resolution of the holders of LGEC Class A shares and a special resolution of the holders of LGEC Class B shares (these identical resolutions, the “LGEC Arrangement Resolution”) adopting, for the holders of LGEC Class A shares, and for the holders of the LGEC Class B shares, a statutory Plan of Arrangement, effective as of the arrangement effective time (the “Arrangement Effective Time”) pursuant to Section 288 of the Business Corporations Act (British Columbia) among Lionsgate, the shareholders of Lionsgate, LG Studios, the shareholders of LG Studios, and New Lionsgate, pursuant to which, among other things: (a) New Lionsgate will be separated from Lionsgate and hold the LG Studios Business, (b) Starz (formerly LGEC) will hold the Starz Business, (c) LGEC shareholders will receive a number of New Lionsgate new common shares equal to [    ] and all of the issued and outstanding shares of Starz and (d) LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [    ], all as more fully described in this joint proxy statement/prospectus, which LGEC Arrangement Resolution, to be effective, must be passed by an affirmative vote of (i) at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) at least two-thirds (66 2/3%) of the votes cast by holders of the LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting (the “Lionsgate Transactions Proposal”);

2. Approve on a non-binding advisory basis, by ordinary resolution, several governance provisions each of which will be contained in the New Lionsgate Articles and the Starz Articles, respectively if the Transactions are completed and that substantially affect LGEC shareholder rights, presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance (the “Lionsgate Advisory Organizational Documents Proposals” or “Proposal No. 2”). Proposal No. 2 is separated into sub-proposals as described in “The Lionsgate Annual General and Special Meeting—Proposal No. 2—The Lionsgate Advisory Organizational Documents Proposals”;

a. Proposal No. 2(a): Advance Notice for Nomination of Directors for New Lionsgate Articles: A proposal to include advance notice procedures for shareholder nominations of directors.

b. Proposal No. 2(b): Number of Directors for New Lionsgate Articles: A proposal to allow the board to set the number of directors.

c. Proposal No. 2(c): Removal of Casting Vote for New Lionsgate Articles: A proposal to remove a second or casting vote.

d. Proposal No. 2(d): Renumeration of Auditor for New Lionsgate Articles: A proposal to allow the board to set the remuneration of the auditor without requiring shareholder approval by ordinary resolution.

e. Proposal No. 2(e): Change in Authorized Share Capital for New Lionsgate Articles: A proposal to approve the amendment of the Lionsgate Articles and exchange the issued and outstanding shares such that, effective as of the Initial Exchange Effective Time, (i) each LGEC Class A share issued and outstanding immediately prior to the Initial Exchange Effective Time will be automatically exchanged into one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class A Exchange”; and such exchange ratio, the “Initial Class A Exchange Ratio”) and (ii) each LGEC Class B share issued and outstanding immediately prior to the Initial Exchange Effective Time will be automatically converted into, one

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(1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class B Exchange”; and such exchange ratio, the “Initial Class B Exchange Ratio”). Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.” Following the Initial Share Exchange, New Lionsgate will create the New Lionsgate new common shares.

f. Proposal No. 2(f): Advance Notice for Nomination of Directors for Starz Articles: A proposal to include advance notice provisions for nominations of directors.

g. Proposal No. 2(g): Number of Directors for Starz Articles: A proposal to allow the board to set the number of directors.

h. Proposal No. 2(h): Removal of Casting Vote for Starz Articles: A proposal to remove a second or casting vote.

i. Proposal No. 2(i): Renumeration of Auditor for Starz Articles: A proposal to allow the board to set the remuneration of the auditor without requiring shareholder approval by ordinary resolution.

j. Proposal No. 2(j): Change in Authorized Share Capital for Starz Articles: A proposal to approve the amendment of the Lionsgate Articles such that, effective as of the Arrangement Effective Time and following the Initial Share Exchange, LGEC will change its name to Starz Entertainment Corp. and create the Starz common shares.

3. Elect 12 directors as listed in this joint proxy statement/prospectus accompanying to serve on the Board of Directors of Lionsgate (the “Lionsgate Board”), each for a term of one year or until their resignation, removal, replacement in connection with the Transactions, and their respective successors are duly elected or appointed;

4. Re-appoint Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2025 and authorize the Audit & Risk Committee of the Lionsgate Board to fix its remuneration;

5. Conduct a non-binding advisory vote to approve executive compensation;

6. Approve the assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the Lionsgate Studios Corp. 2025 Performance Incentive Plan (the “New Lionsgate 2025 Plan”); and

7. Approve the Starz Entertainment Corp. 2025 Performance Incentive Plan (the “Starz 2025 Plan”).

8. Approve on a non-binding advisory basis the consolidation of the Starz common shares on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into (1) Starz common share (the “Reverse Stock Split”).

Required Vote for LGEC Shareholder Proposals

The votes required for each proposal are as follows:

• Proposal No. 1: Approval of the Lionsgate Transactions Proposal requires (i) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class A shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class B shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class.

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LGEC Class A shares and LGEC Class B shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 1.

• Proposal No. 2: The affirmative vote of two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the non-binding advisory vote to approve governance provisions each of which will be contained in the New Lionsgate Articles and the Starz Articles, respectively, if the Transactions are completed. Regardless of the outcome of the non-binding advisory vote on the Lionsgate Advisory Organizational Documents Proposals, the New Lionsgate Articles will be adopted by New Lionsgate and the Starz Articles will be adopted by Starz, in each case, as part of the Transactions, assuming the approval of the Lionsgate Transactions Proposal and the completion of the Transactions. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 2.

• Proposal No. 3: Directors are elected by plurality, meaning that the 12 nominees receiving the largest number of votes cast by holders of LGEC Class A shares (votes “FOR”) will be elected. Shareholders are able to vote “FOR”, “WITHHELD”, and “ABSTAIN” for each nominee. There is no minimum or maximum number of shares that must be cast for, or withheld from, any candidate nominated for election in order for that nominee to be elected. The 12 nominees receiving the greatest number of “FOR” votes will be eligible to form the Lionsgate Board following the Lionsgate Annual General and Special Meeting. Shareholders are not permitted to cumulate their LGEC Class A shares for purposes of electing directors.

• Proposal No. 4: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and for the holders of LGEC Class A shares to authorize the Audit & Risk Committee of the Lionsgate Board to fix their remuneration. Note that, because this proposal is considered a routine matter, if your LGEC Class A shares are held by a broker or nominee, such broker or nominee will have authority to exercise his or her discretion to vote your LGEC Class A shares on Proposal No. 4 if you do not provide instructions to him or her regarding how you would like your LGEC Class A shares to be voted. Abstentions are not treated as votes cast and are not counted in the determination of the number of votes necessary for the reappointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm.

• Proposal No. 5: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the non-binding advisory vote to approve executive compensation. Notwithstanding the vote required, please be advised that Proposal No. 5 is advisory only and is not binding on Lionsgate. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 5.

• Proposal No. 6: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the New Lionsgate 2025 Plan. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 6.

• Proposal No. 7: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for approval of the Starz 2025 Plan. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 7.

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• Proposal No. 8: Approval of the Reverse Stock Split requires (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of the LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting. Regardless of the outcome of the non-binding advisory vote on the Reverse Stock Split, the Reverse Stock Split will be adopted by Starz, as part of the Transactions, assuming the approval of the Lionsgate Transactions Proposal and the completion of the Transactions. LGEC Class A shares and LGEC Class B shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 8.

The LG Studios Special Meeting (page 104)

The LG Studios Special Meeting will be held on [    ], [    ], beginning at [    ], Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8.

Purpose of the LG Studios Special Meeting

The purpose of the LG Studios Special Meeting is for the LG Studios shareholders to vote on the following proposals:

1. Consider, pursuant to the Studios Interim Order and, if deemed advisable, approve, with or without variation, a special resolution (the “Studios Arrangement Resolution”) of the holders of LG Studios common shares adopting the Plan of Arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) among Lionsgate, the shareholders of Lionsgate, LG Studios, the shareholders of LG Studios, and New Lionsgate, pursuant to which, among other things, LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [ ], as more fully described in the joint proxy statement/prospectus accompanying this notice, which resolution, to be effective, must be passed by an affirmative vote of at least two-thirds (66 2/3%) of the votes cast by the LG Studios shareholders present or represented by proxy at the LG Studios Special Meeting and entitled to vote at the LG Studios Special Meeting (the “LG Studios Reorganization Proposal”);

2. Approve on a non-binding advisory basis, by ordinary resolution, several governance provisions that will be contained in the New Lionsgate Articles and that substantially affect LG Studios shareholder rights, presented separately in accordance with SEC guidance (the “LG Studios Advisory Organizational Documents Proposals” or “LG Studios Shareholder Proposal No. 2”). Proposal No. 2 is separated into sub-proposals as described in “LG Studios Shareholder Proposal No. 2 — The LG Studios Advisory Organizational Documents Proposals”;

a. Proposal No. 2(a): Change in Authorized Share Capital for New Lionsgate Articles: A proposal to include 200,000,000 preference shares without par value that may be issued in series as authorized and approved by the directors of New Lionsgate.

b. Proposal No. 2(b): Quorum at Shareholder Meetings for New Lionsgate Articles: A proposal to reduce the quorum required among LG Studios shareholders to make decisions on business transacted at a meeting of shareholders of LG Studios from at least 33 1/3% of the issued shares entitled to be voted at the meeting to at least 10% of the issued shares entitled to be voted at the meeting.

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Required Vote for LG Studios Shareholder Proposals

The votes required for each proposal are as follows:

• Proposal No. 1: The affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of LG Studios common shares present or represented by proxy at the LG Studios Special Meeting is required for the LG Studios Reorganization Proposal. LG Studios common shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 1.

• Proposal No. 2: The affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of LG Studios common shares present or represented by proxy at the LG Studios Special Meeting is required for the non-binding advisory vote to approve several governance provisions that will be contained in the New Lionsgate Articles and that substantially affect LG Studios shareholder rights. Regardless of the outcome of the non-binding advisory vote on the LG Studios Advisory Organizational Documents Proposals, the New Lionsgate Articles will be adopted by New Lionsgate as part of the Transactions, assuming the approval of the LG Studios Reorganization Proposal and the completion of the Transactions. LG Studios common shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 2.

Note that if your LG Studios common shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on Proposal No. 1 and Proposal No. 2, unless you provide instructions to him or her regarding how you would like your shares to be voted.

Regulatory Requirements Related to the Transactions (page 153)

The parties are not aware of any material governmental approvals or actions that are necessary for the completion of the Transactions. However, certain Lionsgate and LG Studios shareholders may have filing obligations under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 and should consult their own legal advisors.

Post-Closing Governance and Management of New Lionsgate (page 271)

Lionsgate expects that the following individuals will be the executive officers of New Lionsgate following the completion of the Transactions. Some of New Lionsgate’s executive officers are currently employees of Lionsgate, but will cease to hold such positions upon the completion of the Transactions. See “Information About New Lionsgate After the Transactions—Management of New Lionsgate”.

Name	Position
Jon Feltheimer	Chief Executive Officer
Michael Burns	Vice Chair
James W. Barge	Chief Financial Officer
Brian Goldsmith	Chief Operating Officer
Bruce Tobey	Executive Vice President and General Counsel

Prior to the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, disclosure regarding the individuals expected to be appointed to the New Lionsgate Board following the completion of the Transactions will be included in an amendment to this joint proxy statement/prospectus. See “Information About New Lionsgate After the Transactions—Directors of New Lionsgate”.

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Post-Closing Governance and Management of Starz (page 344)

Starz expects that the following individuals will be the executive officers of Starz following the completion of the Transactions. Some of Starz’s executive officers are currently employees of Lionsgate, but will cease to hold such positions upon the completion of the Transactions. See “Information About Starz After the Transactions—Management of Starz.”

Name	Position
Jeffrey A. Hirsch	President and Chief Executive Officer
Alison Hoffman	President, Starz Networks
Scott Macdonald	Chief Financial Officer
Jason Wyrick	Executive Vice President, Technology
Audrey Lee	Executive Vice President and General Counsel

Prior to the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, disclosure regarding the individuals expected to be appointed to the Starz Board following the completion of the Transactions will be included in an amendment to this joint proxy statement/prospectus. See “Information About Starz After the Transactions—Directors of Starz.”

Interests of Lionsgate Directors and Officers in the Transactions (page 151)

Certain directors and executive officers of Lionsgate have certain interests in the Transactions that may be different from, or in addition to, the interests of Lionsgate shareholders. The Lionsgate Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that Lionsgate’s shareholders approve the Lionsgate Transactions Proposal. Lionsgate’s executive officers include the following individuals: Jon Feltheimer, Michael Burns, James W. Barge, Brian Goldsmith and Bruce Tobey.

As of December 20, 2024, Mark H. Rachesky, Founder and Chief Investment Officer of MHR Fund Management, LLC (“MHR Fund Management”), held 24.2% of the LGEC Class A shares and 9.7% of the LGEC Class B shares. Pursuant to the Lionsgate Investor Rights Agreement discussed in “Additional Lionsgate Annual General and Special Meeting Matters—Certain Relationships and Related Party Transactions of Lionsgate,” Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve on the Lionsgate Board as designees of MHR Fund Management.

The Lionsgate directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their ownership of LGEC Class A shares and LGEC Class B shares, eligibility to participate in the New Lionsgate 2025 Plan as directors or executive officers of New Lionsgate, and eligibility to participate in the Starz 2025 Plan as directors or executive officers of Starz if they are directors or executive officers of Starz, or as otherwise described in the section entitled “The Transactions—Interests of Lionsgate’s Directors and Officers in the Transactions.”

Interests of LG Studios Directors and Officers in the Transactions (page 152)

Certain directors and executive officers of LG Studios have certain interests in the Transactions that may be different from, or in addition to, the interests of the LG Studios shareholders. The LG Studios Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that LG Studios shareholders approve the LG Studios Reorganization Proposal. LG Studios’ executive officers include the following individuals: Jon Feltheimer, Michael Burns, James W. Barge, Brian Goldsmith and Bruce Tobey.

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As of December 20, 2024, Mark H. Rachesky, Founder and Chief Investment Officer of MHR Fund Management, LLC (“MHR Fund Management”), held 24.2% of the LGEC Class A shares and 9.7% of the LGEC Class B shares. Pursuant to the Lionsgate Investor Rights Agreement discussed in “Additional Lionsgate Annual General and Special Meeting Matters—Certain Relationships and Related Party Transactions of Lionsgate,” Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve on the LG Studios Board as designees of MHR Fund Management, and LGEC indirectly owned approximately 87.8% of the issued and outstanding LG Studios common shares.

The LG Studios directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their indirect ownership of LG Studios common shares, eligibility to participate in the New Lionsgate 2025 Plan as directors and executive officers of New Lionsgate, and eligibility to participate in the Starz 2025 Plan if they are directors or executive officers of Starz, or as otherwise described in the section entitled “The Transactions—Interests of LG Studios Directors and Officers in the Transactions.”

Treatment of Lionsgate Equity Awards (page 144)

It is expected that New Lionsgate will assume the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan (the “Lionsgate 2023 Plan”) and amend and restate the Lionsgate 2023 Plan as the New Lionsgate 2025 Plan as approved prior to the Transactions by the New Lionsgate Board and by LGEC, as the sole shareholder of New Lionsgate, to be effective as of the date of the Transactions, subject to the approval of holders of LGEC Class A shares as further described in this joint proxy statement/prospectus. Awards outstanding under the equity plans of Lionsgate including awards outstanding under the Prior Plans immediately prior to the Transactions held by a Lionsgate employee who will be a New Lionsgate employee after the Transactions or by a former employee of Lionsgate (regardless of the division in which such former employee served) will be converted into an award of New Lionsgate under the New Lionsgate 2025 Plan. It is expected that Starz will adopt the Starz 2025 Plan as approved prior to the Transactions by the Lionsgate Board, to be effective as of the date of the Transactions, subject to the approval of holders of LGEC Class A shares, as further described in this joint proxy statement/prospectus. Subject to shareholder approval, Starz will adopt the Starz 2025 Plan, and awards outstanding under the equity plans of Lionsgate immediately prior to the Transactions including awards outstanding under the Prior Plans immediate prior to the Transactions held by a Lionsgate employee who will become an employee of Starz will be converted into an award of Starz immediately after the Transactions and assumed under the Starz 2025 Plan.

Opinions of Financial Advisors to the Lionsgate Special Committee (page 125)

Opinion of Kroll

Kroll delivered its opinion to the Lionsgate Special Committee that, subject to and based on the assumptions made therein, as of October 3, 2024, the LGEC Class A Exchange Ratio is fair, from a financial point of view, to the holders of LGEC Class A shares (without giving effect to any impact of the Proposed Reclassification Transaction on any particular holder of LGEC Class A shares other than in its capacity as a holder of LGEC Class A shares).

The full text of the written opinion of Kroll, dated October 3, 2024, is attached to this joint proxy statement/prospectus as Annex C. You should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review undertaken by Kroll in rendering its opinion. Kroll’s opinion was provided for the information of, and directed to, the Lionsgate Special Committee, in its capacity as such, for its information and assistance in connection with its consideration of the financial terms of the Proposed Reclassification Transaction. Under the terms of Lionsgate and the Lionsgate Special Committee’s engagement letter with Kroll, Lionsgate has agreed to pay Kroll an aggregate fee of $650,000, $325,000 of which was paid upon its engagement and $325,000 of which was paid upon Kroll informing the Lionsgate Special Committee that it was prepared to deliver the opinion. In addition, Lionsgate has

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agreed to reimburse Kroll for its reasonable out-of-pocket expenses and reasonable fees and expenses of outside legal counsel retained by Kroll, not to exceed $25,000 without Lionsgate’s prior written consent. The terms of the fee arrangement with Kroll were negotiated at arm’s length between the Lionsgate Special Committee and Kroll. No portion of Kroll’s fee was contingent on the conclusions reached in its opinion.

Opinions of Financial Advisors to the Lionsgate Special Committee (page 125)

Opinion of Houlihan Lokey

On October 3, 2024, Houlihan Lokey verbally rendered its opinion to the Lionsgate Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Lionsgate Special Committee, dated October 3, 2024), as to whether, as of such date, (I) the Class B Lion Exchange Ratio provided for in the Class B Lion Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Lion Exchange Ratio, and without taking into account the Class A Starz Exchange Ratio or the Class B Starz Exchange Ratio) from a financial point of view, and (II) the Class B Starz Exchange Ratio provided for in the Class B Starz Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Starz Exchange Ratio, and without taking into account the Class A Lion Exchange Ratio or the Class B Lion Exchange Ratio) from a financial point of view.

Houlihan Lokey’s opinion was directed to the Lionsgate Special Committee (in its capacity as such) and only addressed whether (I) the Class B Lion Exchange Ratio provided for in the Class B Lion Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Lion Exchange Ratio, and without taking into account the Class A Starz Exchange Ratio or the Class B Starz Exchange Ratio) from a financial point of view, and (II) the Class B Starz Exchange Ratio provided for in the Class B Starz Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Starz Exchange Ratio, and without taking into account the Class A Lion Exchange Ratio or the Class B Lion Exchange Ratio) from a financial point of view, and did not address any other aspect or implication of the Transactions or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this joint proxy statement/prospectus and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Lionsgate Special Committee, the Lionsgate Board, any security holder of LGEC or any other person as to how to act or vote with respect to any matter relating to the Transactions.

Conditions to the Transactions (page 147)

The Transactions will be completed at the Arrangement Effective Time in accordance with the Plan of Arrangement, provided that the conditions set forth in the Separation Agreement have been satisfied (or waived by Lionsgate in its sole and absolute discretion), including, among others:

• the Transactions having been duly approved by the Lionsgate Board;

• the Transactions having been duly approved by the LG Studios Board;

• the approval by Lionsgate’s shareholders of the Lionsgate Transactions Proposal at the Lionsgate Annual General and Special Meeting;

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• the approval by LG Studios’ shareholders of the LG Studios Reorganization Proposal at the LG Studios Special Meeting;

• the SEC declaring effective the registration statement of which this joint proxy statement/prospectus forms a part; there being no order suspending the effectiveness of the registration statement in effect; and there being no proceedings for such purposes having been instituted or threatened by the SEC;

• the internal reorganization having been completed in accordance with the Separation Agreement;

• the receipt by Lionsgate of an opinion from Lionsgate’s outside tax advisor to the effect that the requirements for tax-free treatment under Section 355 of the Internal Revenue Code should be satisfied;

• an independent appraisal firm acceptable to the Lionsgate Board having delivered an opinion to the Lionsgate Board confirming the solvency and financial viability of Starz after giving effect to the Transactions, in a form and substance acceptable to the Lionsgate Board in its sole and absolute discretion;

• all actions necessary or appropriate under applicable Canadian and U.S. federal, state, provincial or other securities or blue sky laws and the rule and regulations thereunder having been taken or made and, where applicable, having become effective or been accepted;

• the execution of certain agreements contemplated by the Separation Agreement;

• no order, injunction or decree issued by any government authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions being in effect;

• the New Lionsgate new common shares to be issued having been accepted for listing on the NYSE, subject to official notice of issuance; and

• no other event or development existing or having occurred that, in the judgment of the Lionsgate Board or the LG Studios Board, makes it inadvisable to effect the Transactions.

The Plan of Arrangement (page 154)

If the Arrangement is approved and implemented, at the Arrangement Effective Time, the following transactions will be effected:

(a) each LGEC common share outstanding immediately prior to the Arrangement Effective Time held by an LGEC shareholder in respect of which dissent rights have been validly exercised will be transferred free and clear of all liens by the shareholder to New Lionsgate.

(b) New Lionsgate will amend its notice of articles to remove all of the existing directors and to name the following individuals as directors of New Lionsgate: 

a. Michael Burns;

b. Mignon Clyburn;

c. Gordon Crawford;

d. Jon Feltheimer;

e. Emily Fine;

f. Michael T Fries;

g. John D. Harkey, Jr.;

h. Susan McCaw;

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i. Yvette Ostolaza;

j. Mark H. Rachesky, M.D.;

k. Hardwick Simmons; and

l. Harry E. Sloan

(c) each outstanding LGEC Class A share will be exchanged for one New Lionsgate Class A share and one New Lionsgate Class C preferred share, and each outstanding LGEC Class B share will be exchanged for one New Lionsgate Class B share and one New Lionsgate Class C preferred share. Such exchange transactions by LGEC shareholders a collectively referred to as the “Initial Share Exchange.”

(d) LG Sirius will be voluntarily dissolved under Section 314 of the BC Act. LG Sirius will transfer and assign all of its property to LGEC, and LGEC will assume all of the liabilities and obligations of LG Sirius.

(e) LGEC will change its name to Starz Entertainment Corp. and will create the Starz common shares. LGEC’s notice of articles will be amended to reflect the change of name and the alterations to LGEC’s capital, and LGEC will adopt the LGEC Interim Articles.

(f) each issued and outstanding LGEC common share will be transferred by New Lionsgate to LGEC in exchange for [    ] Starz common shares and all of the LG Sirius Owned Shares.

(g) the authorized capital of LGEC will be altered to eliminate LGEC Class A shares and LGEC Class B shares and LGEC’s notice of articles will be amended to reflect the alterations to LGEC’s capital, and LGEC will adopt the Starz Articles. 

(h) New Lionsgate will create the New Lionsgate new common shares and New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares; and in exchange for each New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share and one (1) Starz common share.

(i) the authorized capital of New Lionsgate will be altered to eliminate the New Lionsgate Class A shares, the New Lionsgate Class B shares and the New Lionsgate Class C preferred shares, and New Lionsgate’s notice of articles will be amended to reflect the alterations to New Lionsgate’s capital, and New Lionsgate will adopt the New Lionsgate Interim Articles.

(j) pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

(k) each LG Studios common share outstanding immediately prior to the Arrangement Effective Time held by a LG Studios shareholder in respect of which dissent rights have been validly exercised will be transferred to New Lionsgate.

(l) LG Studios shareholders, other than New Lionsgate and dissenting shareholders will receive, in exchange for each LG Studios common share, without par value (“LG Studios common shares”), they hold, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the LG Studios Flip Shares (the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage

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will equal the quotient, expressed as a percentage, of (1) the LG Studios Flip Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change prior to the Arrangement Effective Time.

(m) LG Studios will change its name to “Lionsgate Studios Holding Corp.” and the sole director of LG Studios will be Bruce Tobey. New Lionsgate will change its name to “Lionsgate Studios Corp.”, New Lionsgate will adopt the New Lionsgate Closing Articles, and the directors of New Lionsgate will be Gordon Crawford, Jon Feltheimer, Emily Fine, Michael T. Fries, John D. Harkey, Jr., Susan McCaw, Yvette Ostolaza, Mark H. Rachesky, M.D., Richard Rosenblatt and Harry E. Sloan. The directors of LGEC (now named Starz) will be Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Mark H. Rachesky, M.D., Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan.

Dissent Rights (page 148)

With respect to dissent rights, it is Lionsgate’s intention and expectation that under the Interim Orders, registered shareholders of Lionsgate as of the Record Date will be granted dissent rights in respect of the Lionsgate Transactions Proposal and, that registered shareholders of LG Studios as of the Record Date will be granted dissent rights in respect of the LG Studios Reorganization Proposal (collectively, the “dissent rights”), provided that they strictly follow the procedures specified in Sections 237 through 247 of the BC Act, as modified by the Plan of Arrangement, the applicable Interim Order, and any other order of the BC Court.

Shareholders of Lionsgate or LG Studios who are not shareholders of record and wish to dissent should be aware that only registered shareholders are entitled to exercise dissent rights. Accordingly, non-registered shareholders of Lionsgate or LG Studios who wish to exercise the dissent rights must make arrangements for the registered holder of such Lionsgate shares or LG Studios shares, as applicable, to dissent on their behalf. For additional information, see “The Transactions—Dissent Rights”.

Accounting Treatment (page 151)

Notwithstanding the legal form of the Transactions described elsewhere in this joint proxy statement/prospectus, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from New Lionsgate. This presentation is in accordance with generally accepted accounting principles (“GAAP”), specifically Financial Accounting Standard Board (“FASB”) Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs”. As a result, it is expected that the separation of the Starz Business from the LG Studios Business will qualify as a discontinued operation. For additional information, see “Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate” and “Management’s Discussion & Analysis of Financial Condition and Results of Operations of New Lionsgate”.

Listing of New Lionsgate New Common Shares and Starz Common Shares; Delisting and Deregistration of LGEC Class A shares, Class B shares and LG Studios Common Shares (page 153)

Lionsgate anticipates that, immediately following the consummation of the Transactions, (i) each of the New Lionsgate new common shares and the Starz common shares to be issued in connection with the Transactions will be listed for trading on the NYSE and Nasdaq, respectively, (ii) the LGEC Class A shares

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and LGEC Class B shares will be delisted from the NYSE, (iii) the LG Studios common shares will be delisted from the Nasdaq, and (iv) LG Studios will be deregistered under the Exchange Act. The listings of New Lionsgate new common shares and the Starz common shares to be issued in connection with the Transactions for trading on the NYSE and Nasdaq, respectively, will be subject to New Lionsgate and Starz fulfilling all of the listing requirements of NYSE and Nasdaq, respectively.

Material Tax Consequences of the Transactions (page 439)

On an exchange of LGEC common shares for New Lionsgate Initial Exchange Shares, residents of Canada for the purposes of the Canadian Tax Act will generally realize a capital gain (or capital loss) equal to the amount by which the fair market value of the New Lionsgate Initial Exchange Shares received in exchange for LGEC common shares, net of reasonable costs of disposition, exceeds (or is less than) the adjusted cost base to such Canadian resident of such LGEC common shares immediately before the disposition. Such Canadian resident holders are not expected to realize any capital gains or capital losses as a result of the exchange for New Lionsgate Initial Exchange Shares for New Lionsgate new common shares and Starz common shares. Non-residents of Canada will generally not be subject to Canadian tax on any capital gains or capital losses arising from the disposition of LGEC common shares for New Lionsgate Initial Exchange Shares.

It is a condition to the completion of the Transactions that Lionsgate receive an opinion from its outside tax advisor, with respect to certain requirements for qualification for tax-free treatment under Section 355 of the Code. Accordingly, it is expected that, except with respect to cash received in lieu of a fractional singular shares of New Lionsgate new common stock, no gain or loss should be recognized by you, and no amount should be included in your income, upon the receipt of New Lionsgate new common stock in the Transactions for U.S. federal income tax purposes. You will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of a fractional share of New Lionsgate new common stock.

You should consult your own tax advisor as to the particular consequences of the Transaction to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any non-U.S. tax laws, including Canadian tax laws. For more information regarding the material U.S. federal income tax consequences of the Transactions, see “Material U.S. Federal Income Tax Consequences Of The Transactions for Lionsgate Shareholders” and “Material U.S. Federal Income Tax Consequences Of The Transactions for LG Studios Shareholders.” For more information regarding the material Canadian tax consequences of the Transactions, see “Material Canadian Federal Income Tax Consequences Of The Transactions For Lionsgate Shareholders” and “Material Canadian Federal Income Tax Consequences Of The Transactions For LG Studios Shareholders.”

Summary Historical and Unaudited Pro Forma Financial Information (page 157)

As more fully described elsewhere in this joint information/proxy statement, New Lionsgate and Starz are expected to retain certain existing indebtedness of Lionsgate and incur certain additional indebtedness in connection with the Transactions, the estimated impacts of which are summarized below and reflected in the Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate and the Unaudited Pro Forma Condensed Combined Financial Information of Starz.

The anticipated New Lionsgate indebtedness includes:

• Executed IP credit facilities of $1,190.0 million in aggregate (prior to debt issuance costs), which were entered into in anticipation of the Transactions and are expected to remain outstanding with New Lionsgate following the completion of the Transactions.

• Exchange Notes of $389.9 million aggregate principal amount, which are to become obligations of New Lionsgate upon consummation of the Transactions.

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• The incurrence of new debt of approximately $214.0 million (prior to debt issuance costs), comprised of a new, partially drawn revolving credit facility and other asset backed facilities.

The anticipated Starz indebtedness includes:

• 5.5% Senior Notes of $325.1 million aggregate principal amount, which are to remain obligations of Starz upon consummation of the Transactions.

• The incurrence of new debt of approximately $322.0 million (prior to debt issuance costs) upon consummation of the Transactions comprised of a term loan facility and partially drawn revolving credit facility.

The following tables set forth summary historical consolidated financial data of Lionsgate Studios Corp. and Starz and unaudited pro forma financial information of New Lionsgate and Starz. This information is presented for illustrative purposes only to reflect the current anticipated changes and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and we believe such assumptions are reasonable under the circumstances.

This information is derived from and should be read in conjunction with the information under “Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate” and accompanying notes, “Unaudited Pro Forma Condensed Combined Financial Information of Starz” and accompanying notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of New Lionsgate,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Starz”, the interim unaudited condensed consolidated financial statements and related notes as well as the audited combined financial statements of LG Studios that are included in this joint proxy statement/prospectus, the interim unaudited combined financial statements and related notes as well as the audited combined financial statements of Starz that are included in this joint proxy statement/prospectus and Lionsgate’s interim unaudited consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended September 30, 2024, as well as the audited consolidated financial statements included in its annual report on Form 10-K for the year ended March 31, 2024 incorporated by reference in this joint information/proxy statement.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS OF NEW LIONSGATE AND CONSOLIDATED STATEMENTS OF OPERATIONS DATA OF LIONSGATE STUDIOS CORP.

	Pro Forma New Lionsgate						Historical Lionsgate Studios Corp.
	Six Months Ended September 30,			Year Ended March 31,			Six Months Ended September 30,						Year Ended March 31,
	2024			2024			2024			2023			2024			2023			2022
	(Amounts in millions, except per share amounts)
Revenues	$	1,412.0		$	3,380.0		$	1,412.0		$	1,414.9		$	2,986.4		$	3,083.8		$	2,716.3
Expenses:
Direct operating		983.9			2,141.6			983.8			872.5			1,886.7			2,207.9			1,922.1
Distribution and marketing		226.6			480.5			226.6			236.9			462.3			304.2			315.2
General and administration		182.0			454.8			177.0			175.5			349.2			387			342.7
Depreciation and amortization		8.7			21.2			8.8			8.0			15.6			17.9			18.1
Restructuring and other		32.4			130.0			34.9			9.0			132.9			27.2			6.3
Goodwill impairment		—			296.2			—			—			—			—			—
Total expenses		1,433.6			3,524.3			1,431.1			1,301.9			2,846.7			2,944.2			2,604.4
Operating income (loss)		(21.6	)		(144.3	)		(19.1	)		113.0			139.7			139.6			111.9
Interest expense		(107.6	)		(241.2	)		(121.6	)		(101.6	)		(222.5	)		(162.6	)		(115.0	)
Interest and other income		8.3			25.1			8.4			5.1			19.2			6.4			28.0
Other expense		(15.2	)		(27.1	)		(15.2	)		(13.7	)		(20.0	)		(21.2	)		(8.6	)
Gain (loss) on extinguishment of debt		(4.9	)		(17.6	)		(1.5	)		—			(1.3	)		(1.3	)		(3.4	)
Gain (loss) on investments		—			3.5			—			(1.7	)		3.5			44.0			1.3
Equity interests income (loss)		0.8			8.7			0.8			1.5			8.7			0.5			(3.0	)
Income (loss) from continuing operations before income taxes		(140.2	)		(392.9	)		(148.2	)		2.6			(72.7	)		5.4			11.2
Income tax benefit (provision)		(10.1	)		18.1			(10.1	)		(10.4	)		(34.2	)		(14.3	)		(17.3	)
Income (loss) from continuing operations		(150.3	)		(374.8	)		(158.3	)		(7.8	)		(106.9	)		(8.9	)		(6.1	)
Less: Net loss attributable to noncontrolling interests		1.5			13.4			1.5			2.5			13.4			8.6			17.2
Net income (loss) from continuing operations attributable to controlling interest	$	(148.8	)	$	(361.4	)	$	(156.8	)	$	(5.3	)	$	(93.5	)	$	(0.3	)	$	11.1
Per share information attributable to shareholders:
Basic net loss from continuing operations per common share	$	(0.54	)	$	(1.48	)	$	(0.56	)	$	(0.02	)	$	(0.42	)	$	—		$	0.04
Diluted net loss from continuing operations per common share	$	(0.54	)	$	(1.48	)	$	(0.56	)	$	(0.02	)	$	(0.42	)	$	—		$	0.04
Weighted average number of common shares outstanding:
Basic		274.3			243.7			280.6			253.4			253.4			253.4			253.4
Diluted		274.3			243.7			280.6			253.4			253.4			253.4			253.4

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AND CONSOLIDATED BALANCE SHEET DATA

	Pro Forma New Lionsgate			Historical Lionsgate Studios Corp.
	As of September 30,			As of September 30,			As of March 31,
	2024			2024			2024			2023
	(Amounts in millions)
Balance Sheet Data:
Cash and cash equivalents	$	104.8		$	210.8		$	277.0		$	210.9
Investment in films and television programs and program rights, net		2,363.5			2,344.6			1,929.0			1,786.7
Total assets		5,179.7			5,261.4			5,103.0			4,412.7
Corporate debt		1,755.3			1,842.4			1,783.3			1,243.6
Film related obligations		1,863.1			1,863.1			1,938.0			1,940.1
Total liabilities		6,102.9			6,200.3			6,129.9			4,848.0
Redeemable noncontrolling interest		99.7			99.7			123.3			343.6
Total equity (deficit)		(1,022.9	)		(1,038.6	)		(1,150.2	)		(778.9	)

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMBINED STATEMENTS OF OPERATIONS DATA OF THE STARZ BUSINESS OF LIONS GATE ENTERTAINMENT CORP.

	Pro Forma Starz Entertainment Corp.						Historical Starz Business
	Six Months Ended September 30,			Year Ended March 31,			Six Months Ended September 30,						Year Ended March 31,
	2024			2024			2024			2023			2024			2023			2022
	(Amounts in millions, except per share amounts)
Revenues	$	694.5		$	1,392.4		$	694.5		$	690.8		$	1,392.4		$	1,422.5		$	1,450.7
Expenses:
Direct operating		362.0			692.6			362.0			357.0			692.6			715.9			655.7
Distribution and marketing		205.4			423.6			205.4			210.8			423.6			423.5			450.9
General and administration		52.9			129.2			52.9			65.2			129.2			124.0			116.0
Depreciation and amortization		82.8			161.8			82.8			77.9			161.8			155.7			152.6
Restructuring and other		(1.7	)		233.2			(1.7	)		130.6			224.8			89.9			10.5
Goodwill and intangible asset impairment		—			663.9			—			663.9			663.9			1,261.7			—
Total expenses		701.4			2,304.3			701.4			1,505.4			2,295.9			2,770.7			1,385.7
Operating (loss) income		(6.9	)		(911.9	)		(6.9	)		(814.6	)		(903.5	)		(1,348.2	)		65.0
Interest expense		(24.2	)		(49.1	)		(23.1	)		(24.2	)		(47.2	)		(58.6	)		(60.9	)
Interest and other income		1.9			3.5			1.9			0.2			3.5			0.6			0.5
Other expense		(3.7	)		(7.5	)		(3.7	)		(4.1	)		(7.5	)		(6.7	)		(2.7	)
Gain (loss) on extinguishment of debt		(2.3	)		9.7			(4.9	)		21.2			21.2			58.7			(24.8	)
Loss from continuing operations before income taxes		(35.2	)		(955.3	)		(36.7	)		(821.5	)		(933.5	)		(1,354.2	)		(22.9	)
Income tax benefit (provision)		6.9			134.1			7.2			74.3			128.9			18.3			(7.1	)
Net loss from continuing operations	$	(28.3	)	$	(821.2	)	$	(29.5	)	$	(747.2	)	$	(804.6	)	$	(1,335.9	)	$	(30.0	)
Per share information from continuing operations attributable to Starz shareholders:
Basic net loss per common share	$	(1.70	)	$	(49.26	)
Diluted net loss per common share	$	(1.70	)	$	(49.26	)
Weighted average number of common shares outstanding:
Basic		16.7			16.7
Diluted		16.7			16.7

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AND COMBINED

BALANCE SHEET DATA OF THE STARZ BUSINESS OF LIONS GATE ENTERTAINMENT CORP.

	Pro Forma Starz Entertainment Corp.		Historical Starz Business
	As of September 30,		As of September 30,		As of March 31,
	2024		2024		2024		2023
	(Amounts in millions)
Balance Sheet Data:
Cash and cash equivalents	$	25.0	$	18.8	$	23.0	$	52.0
Programming content, net		1,113.9		1,113.9		942.9		1,034.5
Total assets		2,218.4		2,292.6		2,139.1		3,231.1
Corporate debt		631.7		698.2		696.6		776.0
Film related obligations		67.9		67.9		—		83.6
Total liabilities		1,290.2		1,356.7		1,219.9		1,699.3
Total equity		928.2		935.9		919.2		1,531.8

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RISK FACTORS

You should carefully consider each of the following risks and uncertainties associated with the Transactions, New Lionsgate, Starz, the ownership of New Lionsgate securities and the ownership of Starz securities. In addition, for more information you should review the specific descriptions of each of New Lionsgate’s and Starz’s businesses under “Information About New Lionsgate After the Transactions” and “Information About Starz After the Transactions” in this joint proxy statement/prospectus as well as other information incorporated by reference into this joint proxy statement/prospectus.

Risks Related to New Lionsgate and the LG Studios Business

New Lionsgate faces substantial capital requirements and financial risks.

The production, acquisition and distribution of motion picture and television content requires substantial capital. A significant amount of time may elapse between expenditure of funds and the receipt of revenues after release or distribution of such content. New Lionsgate cannot assure you that it will be able to successfully implement arrangements to reduce the risks of production exposure such as tax credit, government or industry programs. Moreover, New Lionsgate may experience delays and increased costs due to disruptions or events beyond its control and if production incurs substantial budget overruns, New Lionsgate may have to seek additional financing or fund the overrun itself. New Lionsgate cannot make assurances regarding the availability of such additional financing on terms acceptable to it, or that it will recoup these costs. Increased costs or budget overruns incurred with respect to a particular film may prevent its completion or release or may result in a delayed release and the postponement to a potentially less favorable date. This could adversely affect box office performance and the overall financial success of such film. Any of the foregoing could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

The requirements of being a public company, including maintaining adequate internal control over financial and management systems, may strain New Lionsgate’s resources, divert management’s attention, and affect New Lionsgate’s ability to attract and retain executive management and qualified board members.

As a public company, New Lionsgate will be subject to reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the rules subsequently implemented by the SEC, the rules and regulations of the listing standards of U.S. and Canadian exchanges, and other applicable securities rules and regulations. Compliance with these rules and regulations will likely strain our financial and management systems, internal controls, and employees.

The Exchange Act requires, among other things, that New Lionsgate file annual, quarterly, and current reports with respect to its business and operating results. Moreover, the Sarbanes-Oxley Act requires, among other things, that New Lionsgate maintain effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures, and internal control over, financial reporting to meet this standard, significant resources and management oversight may be required. If New Lionsgate has a material weaknesses or deficiencies in its internal control over financial reporting, New Lionsgate may not detect errors on a timely basis and its consolidated financial statements may be materially misstated. Effective internal control is necessary for New Lionsgate to produce reliable financial reports and is important to prevent fraud.

In addition, New Lionsgate will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. New Lionsgate expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, New Lionsgate management’s attention may be diverted from other business concerns, which could harm New Lionsgate’s business, operating results, and financial condition.

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New Lionsgate may incur significant write-offs if its projects do not perform well enough to recoup costs.

New Lionsgate will be required to amortize capitalized production costs over the expected revenue streams as it recognizes revenue from films or other projects. The amount of production costs that will be amortized each quarter depends on, among other things, how much future revenue New Lionsgate expects to receive from each project. Unamortized production costs are evaluated for impairment each reporting period on a project-by-project basis when events or changes in circumstances indicate that the fair value of a film is less than its unamortized cost. These events and changes in circumstances include, among others, an adverse change in the expected performance of a film prior to its release, actual costs substantially in excess of budgeted cost for the film, delays or changes in release plans and actual performance subsequent to the film’s release being less than previously expected performance estimates. In any given quarter, if New Lionsgate lowers its previous forecast with respect to total anticipated revenue from any film or other project or increases its previous forecast of cost of making or distribution of the film, New Lionsgate may be required to accelerate amortization or record impairment charges with respect to the unamortized costs, even if it previously recorded impairment charges for such film or other project. Such impairment charges could adversely impact New Lionsgate’s business, operating results and financial condition.

Changes in New Lionsgate’s business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability.

As changes in New Lionsgate’s business environment occur, it may adjust its business strategies to meet these changes, which may include growing a particular area of business or restructuring a particular business or asset. In addition, external events including changing technology, changing consumer patterns, acceptance of theatrical and television offerings and changes in macroeconomic conditions may impair the value of New Lionsgate’s assets. When these occur, New Lionsgate may incur costs to adjust its business strategy and may need to write down the value of assets. New Lionsgate may also invest in existing or new businesses. Some of these investments may have negative or low short-term returns and the ultimate prospects of the businesses may be uncertain or may not develop at a rate that supports its level of investment. In any of these events, New Lionsgate’s costs may increase, it may have significant charges associated with the write-down of assets, or returns on new investments may be lower than prior to the change in strategy, plans for growth or restructuring.

New Lionsgate’s revenues and results of operations may fluctuate significantly.

New Lionsgate’s results of operations will depend significantly upon the commercial success of the motion picture, television and other content that it sells, licenses or distributes, which cannot be predicted with certainty. Viewer preferences and audience acceptance are difficult to predict and may be subject to influences beyond New Lionsgate’s control, such as the critical acclaim of its content, the format in which content is released, the talent involved, the genre and specific subject matter of its content, audience reaction to its content, the quality and acceptance of content that its competitors release into the marketplace, and the availability of alternative forms of entertainment (including user-generated content) and leisure activities, general economic conditions and other tangible and intangible factors. New Lionsgate may not be able to anticipate and react effectively to shifts in tastes and interests. In particular, if one or more motion pictures underperforms at the box office in any given period, New Lionsgate’s revenue and earnings results for that period (and potentially, subsequent periods) may be less than anticipated. New Lionsgate’s results of operations may also fluctuate due to the timing, mix, number and availability of theatrical motion picture and home entertainment releases, as well as license periods for content. Moreover, low ratings for television programming produced by New Lionsgate may lead to the cancellation of a program which may result in significant programming impairments in a given period, and can negatively affect license fees for the cancelled program in future periods. Other than non-renewals or cancellation of television programs or series that may occur from time to time, Lionsgate is not aware of any current material cancellation of television programming releases or of content that Lionsgate sells, licenses or distributes. In addition, the comparability of results may be affected by changes in accounting guidance or changes in New Lionsgate’s ownership of certain assets and businesses. As a result of the factors above, New Lionsgate’s results of operations may fluctuate and differ from period to period, and therefore, may not be indicative of the results for any future periods or directly comparable to prior reporting periods.

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New Lionsgate’s content licensing arrangements, primarily those relating to the distribution of films in foreign territories, may include minimum guarantee arrangements which, absent such arrangements, could adversely affect our results of operations.

New Lionsgate will generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international marketplaces. Certain of such content licensing arrangements, primarily those relating to the distribution of films by third parties in foreign territories, may include a minimum guarantee. The LG Studios Business revenue from these minimum guarantee arrangements amounted to approximately $151.0 million, $101.3 million and $51.1 million for the years ended March 31, 2024, 2023 and 2022 respectively (and $66.1 million for the six months ended September 30, 2024). To the extent that receipts generated by such foreign distributor from distribution of the film in the territory exceed a formula-based threshold, the distributor will pay New Lionsgate an amount in addition to the minimum guarantee (the “overage”). Absent these arrangements, the revenues derived by New Lionsgate may be determined as a function of a revenue-sharing formulation that calculates the licensee fee payable to New Lionsgate solely based on the actual performance of the film in the territory. In these situations, content that is not favorably received or underperforms may not achieve the level of revenues that New Lionsgate would have received from a minimum guarantee arrangement, which could adversely impact New Lionsgate’s business, operating results and financial condition.

New Lionsgate may not have long-term arrangements with many of its production or co-financing partners and, as a result, New Lionsgate may not have certain derivative rights related thereto.

With respect to the LG Studios Business, Lionsgate typically does not, and it is expected that New Lionsgate typically will not, enter into long-term production contracts with the creative producers of motion picture and television content that it produces, acquires or distributes. Moreover, New Lionsgate generally will have certain derivative rights that provide it with distribution rights to, for example, prequels, sequels and remakes of certain content it produces, acquires or distributes. There is no guarantee that New Lionsgate will produce, acquire or distribute future content by any creative producer or co-financing partner, and a failure to do so could adversely affect its business, financial condition, operating results, liquidity and prospects.

The LG Studios Business relies on a few major retailers and distributors and the loss of any of those could reduce New Lionsgate’s revenues and operating results.

A small number of retailers and distributors account for a material percentage of the revenues in home entertainment for the Motion Picture segment of the LG Studios Business. The LG Studios Business does not have long-term agreements with retailers. In addition, in fiscal 2024, 2023 and 2022, the LG Studios Business generated approximately 18%, 25% and 24%, respectively, of its revenue from the Starz Business, and in fiscal 2024, 2023 and 2022, the LG Studios Business generated approximately 14%, 11% and 9%, respectively, of its revenue from Amazon.com, Inc. and its subsidiaries. New Lionsgate cannot assure you that it will maintain favorable relationships with its retailers and distributors (including the Starz Business following the Transactions) or that it or they will not be adversely affected by economic conditions, including as a result of global pandemics, such as wars, such as Russia’s invasion of Ukraine (including sanctions therefrom, though Lionsgate and, to the knowledge of Lionsgate, its directors and executive officers have not been, and are not expected to be, subject to any sanctions related to Russia’s invasion of Ukraine), bank failures, inflation or a recession. For additional information, see Note 16 to the combined audited financial statements of the LG Studios Business in this joint proxy statement/prospectus. For information regarding charges related to Russia’s invasion of Ukraine included in direct operating expenses for fiscal 2022, see page 225 of Management’s Discussion & Analysis of Financial Condition and Results of Operations of New Lionsgate.

A significant portion of New Lionsgate’s library revenues is expected to come from a small number of titles.

New Lionsgate is expected to depend on a limited number of titles in any given fiscal quarter for the majority of the revenues to be generated by its library. In addition, many of the titles in its library are not presently distributed and generate substantially no revenue. Moreover, the rights to the titles in its library vary; in

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some cases, the LG Studios Business only holds the right to distribute titles in certain media and territories for a limited term; in other cases, certain rights may be reserved and/or granted to third parties or otherwise only granted to it for a limited period. If New Lionsgate cannot acquire new product and the rights to popular titles through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, or renew expiring rights to titles generating a significant portion of its revenue on acceptable terms, any such failure could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects. Lionsgate has not entered into any agreements regarding material acquisitions of titles, renewals, business combinations, joint ventures or sales that have not yet closed. Completed material acquisitions have been previously disclosed in the reports of Lionsgate that have been filed under the Exchange Act.

Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect New Lionsgate’s business, financial condition or results of operations.

New Lionsgate’s success, in part, will depend on its ability to anticipate and adapt to shifting content consumption patterns. The ways in which viewers consume content, and technology and business models in its industry, continue to evolve, and new distribution platforms, as well as increased competition from new entrants and emerging technologies, have added to the complexity of maintaining predictable revenues. Developments in technology and new content delivery products and services have also led to an increased amount of video content, as well as changes in consumers’ expectations regarding the availability of video content and their willingness to pay for access to such content. These changes include the increase in the number of advertising-

based video on demand services or free, ad-supported streaming linear channels (also known as FAST channels) or increased cord-cutting. The use of generative artificial intelligence (“AI”), machine learning, and large language models, is evolving rapidly and becoming more prevalent in business operations and New Lionsgate’s ability to compete could be adversely affected if its competitors gain an advantage by using such technologies. Technology such as AI may be used in ways that increase access to publicly available free or relatively inexpensive content that may reduce demand for New Lionsgate’s products and services. Regulations governing new technological developments, such as developments in AI, remain unsettled, and these developments may affect aspects of New Lionsgate’s existing business model, including revenue streams for the use of New Lionsgate’s intellectual property and how it creates its entertainment products. In addition, rules governing new technological developments, such as developments in generative artificial intelligence, remain unsettled, and these developments may affect aspects of New Lionsgate’s business model, including revenue streams for the use of its intellectual property and how New Lionsgate creates and distribute its content. If New Lionsgate fails to successfully exploit emerging technologies and effectively anticipate or adapt to emerging competitors, content distribution platforms, changes in consumer behavior and shifting business models, this could have a material adverse effect on its competitive position, business, financial condition and results of operations.

New Lionsgate expects to face substantial competition in all aspects of its business.

New Lionsgate will be an independent distributor and producer. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings that may allow them to better offset fluctuations in the financial performance of their motion picture operations and television production operations. If New Lionsgate is unable to successfully or profitably compete with current and new competitors, its business will be adversely affected.

New Lionsgate will face economic, political, regulatory, and other risks from doing business internationally.

New Lionsgate will have operations and distribute content outside the U.S. and derive revenue from international sources. As a result, its business may be subject to certain risks inherent in international business, many of which are beyond its control. These risks may include:

• difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

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• laws and policies adversely affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

• sanctions imposed on countries, entities and individuals with whom it conducts business (such as those imposed due to Russia’s invasion of Ukraine);

• the impact of trade disputes;

• anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K. Bribery Act that impose strict requirements on how New Lionsgate may conduct its foreign operations and changes in these laws and regulations;

• changes in local regulatory requirements including regulations designed to stimulate local productions, promote and preserve local culture and economic activity (including local content quotas, investment obligations, local ownership requirements, and levies to support local film funds);

• differing degrees of consumer protection laws, data privacy and cybersecurity laws, and changes in these laws;

• differing degrees of employee or labor laws and changes in these laws that may impact our ability to hire and retain foreign employees;

• strikes or other employment actions that may make it difficult to produce and/or localize content;

• censorship requirements that may cause New Lionsgate to remove or edit popular content, leading to consumer disappointment, brand tarnishment or consumer dissatisfaction;

• inability to adapt New Lionsgate’s offerings successfully to differing languages, cultural tastes, and preferences in international markets;

• international jurisdictions where laws are less protective of intellectual property and varying attitudes towards the piracy of intellectual property;

• establishing and protecting a new brand identity in competitive markets;

• the instability of foreign economies and governments;

• currency exchange restrictions, export controls and currency devaluation risks in some foreign countries;

• war and acts of terrorism; and

• the spread of communicable diseases, which may impact business in such jurisdictions.

New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

New Lionsgate expects to be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.

From time to time, New Lionsgate may engage in discussions and activities with respect to possible acquisitions, sale of assets, business combinations, joint ventures intended to complement or expand its business or other transactions. However, New Lionsgate may not realize the anticipated benefit from the transactions it pursues; there may be liabilities assumed that it did not discover or that it underestimated in the course of performing its due diligence; the negotiation of the transaction and the integration of the acquired business could require New Lionsgate to incur significant costs and cause diversion of management’s time and resources; the transaction could result in impairment of goodwill and other intangibles, development write-offs and other related expenses; the transaction may pose challenges in the consolidation and integration of information technology, accounting systems, personnel and operations; and New Lionsgate may have difficulty managing the combined entity in the short term if it experiences a significant loss of management personnel during the

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transition period after a significant acquisition. No assurance can be given that expansion, acquisition or other opportunities will be successful, completed on time, or that New Lionsgate will realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits. Any of the foregoing could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. If New Lionsgate determines to sell individual properties, libraries or other assets or businesses, it will benefit from the net proceeds realized from such sales. However, New Lionsgate’s revenues may be affected in the long-term due to the loss of revenue-generating assets, and poor timing of such disposals may result in unrealized asset value, all of which may diminish its ability to service its indebtedness and repay its notes and its other indebtedness at maturity. Furthermore, New Lionsgate’s future growth may be inhibited if the disposed asset contributed in a significant way to the diversification of its business platform. In addition, for risks relating the Transactions, see “–Risks Related to the Transactions” below.

If Canada Ltd. loses Canadian status, it could lose licenses, incentives and tax credits.

Through Lionsgate’s acquisition of eOne in December 2023, it acquired the economic interests in Entertainment One Canada Ltd., a Canadian corporation (“EOCL”), which will be held by New Lionsgate. EOCL is able to benefit from a number of licenses, incentive programs and Canadian government tax credits as a result of it being “Canadian controlled” as defined in the Investment Canada Act. Lionsgate has taken measures to ensure that EOCL’s Canadian status is maintained. There can be no assurance, however, that EOCL will be able to continue to maintain its Canadian status. The loss of EOCL’s Canadian status could harm New Lionsgate’s business, including the possible loss of future incentive programs and clawback of funding previously provided to EOCL.

New Lionsgate’s success will depend on attracting and retaining key personnel and artistic talent.

New Lionsgate’s success will depend upon the continued efforts, abilities and expertise of its executive teams and other key employees, including production, creative and technical personnel, including, in turn, on its ability to identify, attract, hire, train and retain such personnel. New Lionsgate expects to have employment agreements with top executive officers and production executives but does not expect to have significant “key person” life insurance policies for any employee. Although it is standard in the industry to rely on employment agreements as a method of retaining the services of key employees, these agreements cannot assure New Lionsgate of the continued services of such employees. In addition, New Lionsgate will depend on the availability of a number of actors, writers, directors and producers of third-party production companies who create its original programming. New Lionsgate cannot assure you that it will be successful in identifying, attracting, hiring, training and retaining such personnel in the future, and New Lionsgate’s inability to do so could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

Global economic turmoil and regional economic conditions could adversely affect New Lionsgate’s business.

Global economic turmoil resulting from such events as global pandemics, wars, inflation, bank failures or a recession, may cause a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, levels of intervention from U.S. federal government and other foreign governments, decreased consumer confidence, overall slower economic activity and extreme volatility in credit, equity and fixed income markets. A decrease in economic activity in the U.S. or in other regions of the world in which New Lionsgate will do business could adversely affect demand for its content, thus reducing its revenues and earnings. A decline in economic conditions could reduce performance of theatrical, television and home entertainment releases. In addition, an increase in price levels generally could result in a shift in consumer demand away from the entertainment offered, which could also adversely affect New Lionsgate revenues and, at the same time, increase costs. Moreover, financial institution failures may make it more difficult to finance any future acquisitions, or engage in other financing activities.

New Lionsgate could be adversely affected by labor disputes, strikes or other union job actions.

The LG Studios Business is directly or indirectly dependent upon highly specialized union members who are essential to the production of motion pictures and television content including writers, directors, actors and

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other talent as well as trade employees and others who are subject to collective bargaining agreements. In general, a labor dispute, work stoppage, work slowdown, strike by, or a lockout of, one or more of the unions that provide personnel essential to the production of motion pictures or television content could delay or halt the LG Studios Business’s ongoing development and/or production activities, or could cause a delay or interruption in release of new motion pictures and television content. Labor disputes have in the past, such as the industry-wide strike by the Writers Guild of America in May 2023 and Screen Actors Guild in July 2023, and may in the future, restrict access to content, result in work stoppages, and may result in increased costs and decreased revenue, which could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

Business interruptions from circumstances or events out of New Lionsgate’s control could adversely affect New Lionsgate’s operations.

The operations of the LG Studios Business are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, software or hardware failures, loss of data, security breaches, cyberattacks, personnel misconduct or error, war or acts of terrorism, global pandemics, work stoppages and strikes, and similar events beyond its control. New Lionsgate’s headquarters will be located in Southern California, which is subject to natural disasters such as earthquakes, wildfires and flooding. Although New Lionsgate expects to develop certain plans to respond in the event of a disaster, there can be no assurance that they will be effective in the event of a specific disaster. In the event of a short-term power outage, New Lionsgate expects to have uninterrupted power source equipment designed to protect its operations and equipment. A long-term power outage, however, could disrupt its operations.

Although New Lionsgate may carry business interruption insurance for potential losses (including earthquake-related losses), there can be no assurance that such insurance will be sufficient to compensate for losses that may occur or that such insurance may continue to be available on affordable terms. Any losses or damages incurred by New Lionsgate could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

New Lionsgate’s business will be dependent on the maintenance and protection of its intellectual property and pursuing and defending against intellectual property claims may have a material adverse effect on New Lionsgate’s business.

New Lionsgate’s ability to compete will depend, in part, upon successful protection of its intellectual property. New Lionsgate will attempt to maintain and protect its proprietary and intellectual property rights to its productions through available copyright and trademark laws, contractual provisions in its agreements with its employees, contractors and production partners that develop intellectual property on its behalf, and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries where the LG Studios Business distributes its products. As a result, it may be possible for unauthorized third parties to copy and distribute New Lionsgate’s productions or certain portions or applications of its intended productions, which could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. Moreover, there can be no assurance that New Lionsgate’s content producers or other third parties from whom it may license or acquire content have, in every instance, entered into agreements that contain appropriate protections regarding intellectual property, including nondisclosure, “work made for hire” or valid assignment provisions, with each party who has developed intellectual property on their respective behalf. Litigation may also be necessary to enforce New Lionsgate’s intellectual property rights, to protect its trade secrets, or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation, infringement or invalidity claims could result in substantial costs and the diversion of resources and could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. New Lionsgate’s more successful and popular film or television products or franchises may experience higher levels of infringing activity, particularly around key release dates. Alleged infringers have

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claimed and may claim that their products are permitted under fair use or similar doctrines, that they are entitled to compensatory or punitive damages because New Lionsgate’s efforts to protect its intellectual property rights are illegal or improper, and that New Lionsgate’s key trademarks or other significant intellectual property are invalid. Such claims, even if meritless, may result in adverse publicity or costly litigation. New Lionsgate will vigorously defend its copyrights and trademarks from infringing products and activity, which can result in litigation. It may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurance that a favorable final outcome will be obtained in all cases. Additionally, one of the risks of the film and television production business is the possibility that others may claim that New Lionsgate’s productions and production techniques misappropriate or infringe the intellectual property rights of third parties.

Notwithstanding New Lionsgate’s efforts to obtain all permissions and clearances it deems necessary in relation to the content it will create or distribute, from time to time, New Lionsgate may be subject to claims and legal proceedings regarding alleged infringement by it of the intellectual property rights (including patents) of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, require the development of alternative technology or business practices, injunctions against New Lionsgate, or payments for licenses or damages. New Lionsgate may also enter into licenses or other arrangements to settle and resolve such allegations on commercially reasonable terms where available, though there can be no assurance such agreements can be obtained on acceptable terms. These risks may be amplified by the increase in third parties whose sole or primary business is to assert such claims. Regardless of the validity or the success of the assertion of any such claims, New Lionsgate could incur significant costs and diversion of resources in enforcing its intellectual property rights or in defending against such claims, which could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

In addition, New Lionsgate may, from time to time, lose or cease to control certain of its rights in the intellectual property on which it relies. Pursuant to applicable intellectual property laws, such rights may expire or be transferred to third parties as a result of the operation of copyright reversion and/or termination of transfer rights under applicable laws. Additionally, where New Lionsgate acquires rights in certain properties or content, it may only acquire such rights for a limited period or subject to other restrictions. Where New Lionsgate loses intellectual property rights, it may not be able to re-acquire such rights on reasonable terms or at all, including due to material entering the public domain. The loss of (or of control of) such intellectual property rights may adversely impact New Lionsgate’s ability to prevent others from exploiting content based on such rights.

The LG Studios Business involves risks of claims for content of material, which could adversely affect New Lionsgate’s business, results of operations and financial condition.

As a distributor of media content, in the ordinary course of business New Lionsgate may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, claims related to the mature nature of some of its content, other claims based on the nature and content of the materials distributed, or statements made by personnel or talent regarding or promoting those materials or attributable to its business. These types of claims have historically been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on New Lionsgate’s business, financial condition and results of operations.

New Lionsgate may in the future become subject to litigation and other legal proceedings, which could adversely impact its business, financial condition and results of operations.

From time to time, New Lionsgate may be subject to various legal proceedings (including class action lawsuits), claims, regulatory investigations and arbitration proceedings, including claims relating to intellectual property, employment, wage and hour, consumer privacy, contractual and commercial disputes, and the production, distribution, and licensing of its content. The outcomes of legal proceedings are inherently uncertain. Any proceedings, actions, claims or inquiries initiated by or against it, whether successful or not, may be time consuming, result in costly litigation, damage awards, consent decrees, injunctive relief or increased costs of

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business, require to change its business practices or products, result in negative publicity, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm its business and financial results. In addition, New Lionsgate’s insurance may not be adequate to protect it from all material expenses related to pending and future claims. Any of these factors could materially adversely affect New Lionsgate’s business, financial condition and results of operations.

Piracy of films and television programs could adversely affect New Lionsgate’s business over time.

Piracy is extensive in many parts of the world and is made easier by the availability of digital copies of content and technological advances allowing conversion of films and television content into digital formats. This trend facilitates the creation, transmission and sharing of high-quality unauthorized copies of motion pictures and television content. The proliferation of unauthorized copies of these products has had and will likely continue to have an adverse effect on the LG Studios Business, because these products reduce the revenue it may receive from distribution. In order to contain this problem, New Lionsgate may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue. New Lionsgate cannot assure you that even the highest levels of security and anti-piracy measures will prevent piracy.

New Lionsgate may rely upon “cloud” computing services to operate certain aspects of its service and any disruption of or interference with its use of its “cloud” computing servicer could adversely impact its operations and its business.

New Lionsgate may utilize “cloud” computing services to deliver a distributed computing infrastructure platform for its business operations. New Lionsgate may architect its software and computer systems so as to utilize data processing, storage capabilities and other services provided by its current “cloud” computing service provider and run its computing via such “cloud” computing service provider. Given this, along with the fact that switching “cloud” computing services to another provider may be difficult, any problems faced by New Lionsgate’s “cloud” computing provider, including technological or business-related disruptions, as well as cybersecurity threats and regulatory interference, or any unanticipated interference with its current “cloud” service provider could adversely impact New Lionsgate’s operations and its business.

New Lionsgate’s activities are subject to stringent and evolving obligations which may adversely impact its operations. New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of its business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

Data Privacy and Security. In the ordinary course of its business, New Lionsgate may collect, generate, use, store, process, disclose, transmit, share and transfer (collectively “process”) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, and third-party data, through its websites and applications and those of third parties. Among other purposes, New Lionsgate may use this information to engage with users, promote its programming, and monitor the use of its digital platforms. New Lionsgate’s collection and use of personal data may subject it to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

In the U.S, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act and the Controlling the Assault of Non-Solicited Pornography and Marketing Act), and other similar laws (e.g., wiretapping laws). For example, in the past few years, numerous U.S. states—including California, Virginia, Colorado, Connecticut, and Utah—have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the

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right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact New Lionsgate’s business and ability to provide its products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (“CCPA”) allows for civil penalties (up to $7,500 per intentional violation). Similar laws are being considered in several other states, as well as at the federal and local levels. These developments will further complicate compliance efforts and increase legal risk and compliance costs for New Lionsgate and the third parties upon whom New Lionsgate may rely.

Outside the U.S, an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation (the “EU GDPR”), the United Kingdom’s GDPR (the “UK GDPR” and, together with the EU GDPR, the “GDPR”), the EU Digital Services Act, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No. 13,709/2018) and Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) impose strict requirements for processing personal data. For example, under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros (under the EU GDPR) or 17.5 million pounds sterling (under the UK GDPR), or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. As another example, in Canada, PIPEDA and various related provincial laws, as well as Canada’s Anti-Spam Legislation (“CASL”), may apply to New Lionsgate’s operations, as well as the LGPD in Brazil. The LGPD broadly regulates processing personal data of individuals in Brazil and imposes compliance obligations and penalties comparable to those of the GDPR.

Additionally, regulators are increasingly scrutinizing companies that process children’s data. Numerous laws, regulations, and legally-binding codes, such as the Children’s Online Privacy Protection Act (“COPPA”), California’s Age Appropriate Design Code, CCPA, other U.S. state comprehensive privacy laws, GDPR, and the UK Age Appropriate Design Code impose various obligations on companies that process children’s data, including requiring certain consents to process such data and extending certain rights to children and their parents with respect to that data. Some of these obligations have wide ranging applications, including for services that do not intentionally target child users (defined in some circumstances as a user under the age of 18 years old). These laws may be, or in some cases, have already been, subject to legal challenges and changing interpretations, which may further complicate New Lionsgate’s efforts to comply with these laws.

New Lionsgate may be subject to new laws governing the processing of consumer health data, including by providing for reproductive, sexual orientation, and gender identity privacy rights. For example, Washington’s My Health My Data Act (“MHMD”) broadly defines consumer health data, places restrictions on processing consumer health data (including imposing stringent requirements for consents), provides consumers certain rights with respect to their health data, and creates a private right of action to allow individuals to sue for violations of the law. Other states are considering and may adopt similar laws.

Additionally, under various privacy laws (such as the Video Privacy Protection Act) and other obligations, New Lionsgate may be required to obtain certain consents to process personal data. Noncompliance with such obligations is increasingly subject to challenges by class action plaintiffs. New Lionsgate’s inability or failure to obtain such consents could result in adverse consequences.

In the ordinary course of business, New Lionsgate may transfer personal data from Europe and other jurisdictions to the U.S. or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom (“U.K.”) have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are

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currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S. in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that New Lionsgate can satisfy or rely on these measures to lawfully transfer personal data to the U.S.

If there is no lawful manner for New Lionsgate to transfer personal data from the EEA, the UK or other jurisdictions to the U.S., or if the requirements for a legally-compliant transfer are too onerous, New Lionsgate could face significant adverse consequences, including the interruption or degradation of its operations, the need to relocate part of or all its business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against processing or transferring of personal data necessary to operate its business. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of the EEA for allegedly violating the GDPR’s cross-border data transfer limitations.

New Lionsgate may also bound by contractual obligations related to data privacy and security, and its efforts to comply with such obligations may not be successful. For example, New Lionsgate may be contractually subject to industry standards adopted by industry groups, such as the Payment Card Industry Data Security Standard (“PCI DSS”). The PCI DSS requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Noncompliance with PCI DSS can result in penalties ranging from fines of $5,000 to $100,000 per month by credit card companies, litigation, damage to New Lionsgate’s reputation, and revenue losses. New Lionsgate may rely on third parties to process payment card data, who may be subject to PCI DSS, and its business may be negatively affected if these parties are fined or suffer other consequences as a result of PCI DSS noncompliance. Moreover, New Lionsgate may publish privacy policies, marketing materials and other statements regarding data privacy and security, including as required by applicable laws and regulations. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of New Lionsgate’s practices, it may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Obligations related to data privacy and security (and consumers’ data privacy expectations) are quickly changing, becoming increasingly stringent, and creating uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires significant resources and may necessitate changes to New Lionsgate’s information systems, policies and practices and to those of any third parties upon which it relies.

New Lionsgate may at times fail (or be perceived to have failed) in efforts to comply with data privacy and security obligations. Moreover, despite its efforts, its personnel or third parties upon whom it relies may fail to comply with such obligations, which could negatively impact New Lionsgate’s business operations and compliance posture. If New Lionsgate or the third parties on which it relies fails, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, New Lionsgate could face significant consequences, including, but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims) and mass arbitration demands; additional reporting requirements and/or oversight; bans or restrictions on processing personal data; or orders to destroy or not use personal data. In particular, plaintiffs have become increasingly active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for

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monumental statutory damages, depending on the volume of data and the number of violations. Any of these events could have a material adverse effect on New Lionsgate’s reputation, business, or financial condition, including, but not limited to: loss of customers; interruptions or stoppages in business operations; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize its products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to its business model or operations.

Consumer Protection Laws. The continued growth and development of the market for online commerce may lead to more stringent consumer protection laws both domestically and internationally, which may impose additional burdens on New Lionsgate. In addition, many states have enacted laws regulating automatically renewing online subscription services. If authorities start taking increased enforcement action related to statutes governing perceived unfair deceptive acts and practices, New Lionsgate could suffer additional costs, complaints and/or regulatory investigations or fines. Several of these laws also have private rights of action. New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, reputational harm, and other adverse business consequences. Other changes in consumer protection laws and the interpretations thereof, could have a materially adverse effect on New Lionsgate’s business, financial condition and results of operations.

Levies/Taxes. Governments are increasingly looking to introduce regulations related to media and tax that may apply to New Lionsgate’s services. For example, some international governments have enacted or are considering enacting laws that impose levies and other financial obligations on media operators located outside their jurisdiction. Other changes in levy or tax laws and the interpretations thereof could have a materially adverse effect on New Lionsgate’s business, financial condition and results of operations.

Service disruptions or failures of New Lionsgate or its third-party service providers’ information systems, data and networks may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to loss of revenue or profit, loss of customers or sales and other adverse consequences.

In the ordinary course of New Lionsgate’s business, New Lionsgate and the third parties on which it may rely process proprietary, confidential, and sensitive data, including personal data, intellectual property, and trade secrets (collectively, sensitive information). Threats such as cyberattacks, malicious internet-based activity, and online and offline fraud are becoming more prevalent and are increasingly difficult to detect. These threats come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, New Lionsgate and the third parties upon which it may rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt New Lionsgate’s systems and operations, supply chain, and ability to produce, sell and distribute its goods and services.

New Lionsgate and the third parties upon which it may rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by artificial intelligence, and other similar threats. In particular, ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in New Lionsgate’s operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but New Lionsgate may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such

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payments. Further, a partially remote workforce poses increased risks to New Lionsgate’s information technology systems and data, as certain employees may work from home on a full or part-time basis, utilizing network connections outside New Lionsgate’s premises. Business transactions (such as acquisitions or integrations) could expose New Lionsgate to additional cybersecurity risks and vulnerabilities, as its systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, New Lionsgate may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into its information technology environment and security program.

New Lionsgate may rely on third parties to operate critical business systems to process proprietary, confidential or other sensitive data in a variety of contexts, including, without limitation, cloud-based infrastructure (for more, see the Risk Factor titled “New Lionsgate may rely upon “cloud’ computing services to operate certain aspects of its service and any disruption of or interference with its use of its “cloud” computing servicer could adversely impact its operations and its business.”), data center facilities, encryption and authentication technology, employee email servers, content delivery systems, and other functions. New Lionsgate’s ability to monitor these third parties’ information security practices may be limited, and these third parties may not have adequate information security measures in place. If these third parties experience a security incident or other interruption, New Lionsgate could experience adverse consequences. While New Lionsgate may be entitled to damages if these third parties fail to satisfy their privacy or security-related obligations to it, any award may be insufficient to cover New Lionsgate’s damages, or New Lionsgate may be unable to recover such award. Similarly, supply-chain attacks have increased in frequency and severity, and New Lionsgate cannot guarantee that third parties and infrastructure in its supply chain or its third-party partners’ supply chains have not been compromised.

New Lionsgate expects to takes steps to detect, mitigate and remediate vulnerabilities in its information systems (such as its hardware or software) and those of the third parties upon which New Lionsgate may rely, but it may not be able to detect and remediate (or have its third-party service providers remediate) all such vulnerabilities on a timely basis or at all. Further, New Lionsgate may experience delays in developing and deploying remedial measures and patches designed to address any such identified vulnerabilities. If not remediated expeditiously, vulnerabilities could be exploited and result in a security incident.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to New Lionsgate’s sensitive information. A security incident or other interruption could disrupt New Lionsgate’s ability (and that of third parties upon whom it may rely) to provide its services. New Lionsgate’s may expend significant resources or modify its business activities to try to protect against security incidents. Certain data privacy and security obligations may require New Lionsgate’s to implement and maintain specific industry-standard or reasonable security measures to protect its information technology systems and sensitive information. While New Lionsgate’s expects to implement security measures designed to protect against security incidents, there can be no assurance that these measures will be effective.

Applicable data privacy and security obligations may require New Lionsgate to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences. If New Lionsgate (or a third party upon whom it may rely) experiences a security incident or is perceived to have experienced a security incident, New Lionsgate may experience adverse consequences, such as: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information; litigation; indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in its operations; financial loss; and other similar harms. Security incidents and attendant consequences may cause customers to stop using New Lionsgate’s services, deter new customers from using New Lionsgate’s services, and negatively impact New Lionsgate’s ability to grow and operate its business. New Lionsgate’s contracts may not contain

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limitations of liability, and even where they do, there can be no assurance that limitations of liability in its contracts are sufficient to protect it from liabilities, damages, or claims related to its data privacy and security obligations. New Lionsgate cannot be sure that its insurance coverage will be adequate or sufficient to protect it from or to mitigate liabilities arising out of its privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about New Lionsgate’s from public sources, data brokers, or other means that reveals competitively sensitive details about its organization and could be used to undermine its competitive advantage or market position.

New Lionsgate may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

New Lionsgate may complete one or more financing transactions on or prior to the completion of the Transactions. As a result of such transactions, New Lionsgate anticipates having approximately $1,755.3 million of indebtedness upon completion of the Transactions. New Lionsgate may also incur additional indebtedness in the future. As of September 30, 2024 and March 31, 2024, the LG Studios Business had corporate debt of approximately $1,861.3 million and $1,793.5 million, respectively, and film related obligations of approximately $1,872.2 million and $1,949.4 million, respectively, and the LG Studios Business’ revolving credit facility provided for unused commitments of $678.5 million and $675.0 million, respectively. The LG Studios Business’s debt service obligations (principal and interest) on its corporate debt and film related obligations outstanding as of September 30, 2024 over the next twelve months was estimated to be approximately $2,203.6 million. This amount is based on the applicable SOFR rate as of September 30, 2024, and is net of payments and receipts from the LG Studios Business’s interest rate swaps and excludes amounts that may be required for future borrowings under the LG Studios Business revolving line of credit which had $421.5 million outstanding as of September 30, 2024. Interest paid on the weighted average borrowings under the line of credit of approximately $444.6 million amounted to $31.5 million during the six months ended September 30, 2024. See the section entitled “Management’s Discussion & Analysis of Financial Condition and Results of Operations of New Lionsgate—Accounts Receivable Monetization and Governmental Incentives—Uses of Cash—Material Cash Requirements from Known Contractual and Other Obligations” for more information.

This significant amount of debt could potentially have important consequences to New Lionsgate and its debt and equity investors, including:

• requiring a substantial portion of its cash flow from operations to make interest payments;

• making it more difficult to satisfy debt service and other obligations;

• increasing the risk of a future credit ratings downgrade of its debt, which could increase future debt costs and limit the future availability of debt financing;

• increasing its vulnerability to general adverse economic and industry conditions;

• reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow its business;

• limiting New Lionsgate’s flexibility in planning for, or reacting to, changes in its business and the industry;

• placing New Lionsgate at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt; and

• limiting New Lionsgate’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase New Lionsgate new common shares.

To the extent that New Lionsgate incurs additional indebtedness, the foregoing risks could increase. In addition, New Lionsgate’s actual cash requirements in the future may be greater than expected. Its cash flow

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from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and New Lionsgate may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt. For more information, see “Description of New Lionsgate Material Indebtedness.”

New Lionsgate may seek additional capital that may result in stockholder dilution or that may have rights senior to those of its shareholders. From time to time, Starz may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other things, New Lionsgate’s business plans, operating performance and condition of the capital markets. Rising interest rates or any disruption in the capital markets could make it more difficult and expensive for New Lionsgate to raise additional capital or refinance its existing indebtedness. If New Lionsgate raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its common shares, and New Lionsgate’s shareholders may experience dilution. Any large equity or equity-linked offering could also negatively impact New Lionsgate’s share price.

The Internal Revenue Service may not agree that New Lionsgate should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that its U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules.

Under current U.S. federal tax law, a corporation is generally considered for U.S. federal tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Because New Lionsgate will be incorporated outside of the U.S., it would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. However, Section 7874 of the Internal Revenue Code (the “Code”) (“Section 7874”) provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation (or surrogate foreign corporation) for U.S. federal tax purposes if it acquires a domestic entity (referred to as a “domestic entity acquisition”), and after the domestic entity acquisition, 80% or more (by vote or value) of the non-U.S. incorporated entity’s stock (60% or more for purposes of a surrogate foreign corporation determination) is held by former shareholders of the domestic entity by reason of holding stock in the domestic entity. This exception generally does not apply to situations in which, prior to the domestic entity acquisition, 80% or more (by vote and value) of the stock of the domestic entity was held directly or indirectly by a parent corporation (referred to as the “common parent”), and, after the domestic entity acquisition, the same common parent holds 80% or more (by vote and value) of the stock of the non-U.S. incorporated entity (referred to as the “internal group restructuring exception”). The internal group restructuring exception is preserved notwithstanding the common parent’s related transfer of the non-U.S. incorporated entity stock to its shareholders.

There is limited guidance regarding the application of Section 7874, including the application of the rules to the facts as they may exist at the time of the closing of the Transactions. If New Lionsgate were to be treated as a U.S. corporation for federal tax purposes, it could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation. In addition, non-U.S. shareholders of New Lionsgate would be subject to U.S. withholding tax on the gross amount of any dividends paid by us to such shareholders (subject to an exemption or reduced rate available under an applicable tax treaty). Alternatively, if New Lionsgate were to be treated as a surrogate foreign corporation for federal tax purposes, it and its U.S. affiliates (including the U.S. affiliates historically owned by it) may, in some circumstances, be subject to certain adverse U.S. federal income tax rules (which, among other things, could retroactively increase its transition tax under Section 965 from 8%-15.5% to 35% (as well as that of its prospective U.S. acquiror as the case may be) and limit its ability to utilize certain U.S. tax attributes to offset U.S. taxable income, such as the use of net operating losses and certain tax credits, or to offset the gain resulting from certain transactions, such as from the transfer or license of property to a foreign related person during the 10-year period following the merger).

Future changes to U.S. and non-U.S. tax laws could adversely affect New Lionsgate.

The U.S. Congress, the Organisation for Economic Co-operation and Development (“OECD”) and other government agencies in jurisdictions where New Lionsgate and its affiliates will conduct business have had an

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extended focus on issues related to the taxation of multinational corporations. For the past several years, the primary focus has been in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As part of its so-called Base Erosion and Profit Shifting (“BEPS”) project, OECD and the G-20 developed changes to numerous long-standing international tax principles. More recently, countries are increasingly seeking ways to tax what is sometimes referred to as the digitalized economy. For example, in response to the increasing globalization and digitalization of trade and business operations, OECD is working on a proposal as an extension of its BEPS project to establish a global minimum corporate taxation rate. The rules are designed to ensure that large multinational groups pay corporate income taxes at the minimum rate of 15% in the countries where they operate. The goal is for OECD members to enact domestic legislation implementing these rules by 2024.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. As discussed in more detail below, the U.S. recently enacted significant tax reform, and certain provisions of the new law may adversely affect it. Further, certain provisions of the Build Back Better Act passed by the House of Representatives but which failed to be enacted would have added new limitations on business interest deductions and tightened current rules on the base erosion and anti-abuse tax. Many countries in the European Union, as well as a number of other countries and organizations such as OECD, are increasingly scrutinizing the tax positions of companies and actively considering changes to existing tax laws that, if enacted, could increase its tax obligations in countries where it does business. For example, the OECD has urged its member countries to raise taxes to protect against future fiscal risks attributed to high deficit and debt levels. There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency will not be changed in a manner that adversely affects New Lionsgate or the holders of New Lionsgate new common shares. If U.S. or other foreign tax authorities change applicable tax laws, its overall taxes could increase, and its business, financial condition or results of operations may be adversely impacted.

Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible.

Original programming requires substantial financial commitment, which can occasionally be offset by foreign, state or local tax incentives. However, there is a risk that the tax incentives will not remain available for the duration of a series. If tax incentives are no longer available or reduced substantially, it may result in increased costs for it to complete the production, or make the production of additional seasons more expensive. If New Lionsgate is unable to produce original programming content on a cost-effective basis its business, financial condition and results of operations would be materially adversely affected.

New Lionsgate’s tax rate is uncertain and may vary from expectations.

There is no assurance that New Lionsgate will be able to maintain any particular worldwide effective corporate tax rate because of uncertainty regarding the tax policies in the jurisdictions in which it and its affiliates operate. New Lionsgate’s actual effective tax rate may vary from its expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have an adverse impact on New Lionsgate and its affiliates.

Legislative or other governmental action in the U.S. could adversely affect New Lionsgate’s business.

Legislative action may be taken by the U.S. Congress that, if ultimately enacted, could limit the availability of tax benefits or deductions that New Lionsgate expects to claim, override tax treaties upon which it expects to rely, or otherwise increase the taxes that the U.S. imposes on New Lionsgate’s worldwide operations. Such changes could materially adversely affect New Lionsgate’s effective tax rate and/or require it to take further action, at potentially significant expense, to seek to preserve its effective tax rate. In addition, if proposals were enacted that had the effect of limiting New Lionsgate’s ability as a Canadian company to take advantage of tax treaties with the U.S., it could incur additional tax expense and/or otherwise incur business detriment.

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Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect New Lionsgate’s effective tax rates.

New Lionsgate is subject to income taxes in Canada, the U.S. and foreign tax jurisdictions. It also conducts business and financing activities between its entities in various jurisdictions and it is subject to complex transfer pricing regulations in the countries in which it operates. Although uniform transfer pricing standards are emerging in many of the countries in which it operates, there is still a relatively high degree of uncertainty and inherent subjectivity in complying with these rules. In addition, due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. New Lionsgate’s future effective tax rates could be affected by changes in tax laws or regulations or the interpretation thereof (including those affecting the allocation of profits and expenses to differing jurisdictions), by changes in the amount of revenue or earnings that it derives from international sources in countries with high or low statutory tax rates, by changes in the valuation of its deferred tax assets and liabilities, by changes in the expected timing and amount of the release of any tax valuation allowance, or by the tax effects of stock-based compensation. Unanticipated changes in its effective tax rates could affect its future results of operations. Further, New Lionsgate may be subject to examination of its income tax returns by federal, state, and foreign tax jurisdictions. New Lionsgate regularly assesses the likelihood of outcomes resulting from possible examinations to determine the adequacy of its provision for income taxes. In making such assessments, it exercises judgment in estimating its provision for income taxes. While New Lionsgate believes its estimates are reasonable, it cannot assure you that final determinations from any examinations will not be materially different from those reflected in its historical income tax provisions and accruals. Any adverse outcome from any examinations may have an adverse effect on its business and operating results, which could cause the market price of its securities to decline.

Risks Related to Starz and the Starz Business

Following the completion of the Transactions, Starz will be a smaller, less diversified company than Lionsgate prior to the Transactions with a different financial profile.

The Transactions will result in Starz being a smaller, less diversified company than Lionsgate prior to the Transactions, with a business concentrated on the distribution of premium subscription video services. As a result, the Starz Business following the completion of the Transactions will be dependent on its ability to develop and distribute programming that resonates with viewers and results in subscribers for its service and may be more vulnerable to changing market conditions, which could have a material adverse effect on Starz’s businesses, financial condition and results of operations. In addition, the diversification of revenues, costs, and cash flows will diminish for Starz following the completion of the Transactions, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the completion of the Transactions, Starz may also lose capital allocation efficiency and flexibility, as the Starz Business will no longer be able to use cash flow from the LG Studios Business.

It is currently expected that Starz will incur significant expenses and costs under the Transition Services Agreement and other costs associated with being a public company during the twelve-month period following the completion of the Transactions, including costs associated with certain tax and compliance filings.

Following the completion of the Transactions, Starz’s revenue will be comprised of revenues from Lionsgate’s Media Networks segment. While Lionsgate believes that Starz will have sufficient cash and cash equivalents (including cash from operations to fund its operations) for the foreseeable future following the Transactions, it will be dependent on the revenues generated (which were reflected historically) by the Media Networks segment to fund its operations in future periods. Starz may also in the future seek additional funds from third-party sources, including traditional bank financing, other secured or unsecured indebtedness, or the issuance of equity and/or debt securities, but these alternatives may not be available to Starz on attractive terms, in the amounts needed, or at all. For additional information about the past financial performance of the Media Networks segment, see Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2024, which is incorporated by reference into this joint proxy statement/prospectus.

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Starz could experience temporary interruptions in business operations and incur additional costs as it builds its information technology infrastructure and transitions its data to its own systems.

Following the completion of the Transactions, New Lionsgate will hold Lionsgate’s technology infrastructure and systems to support its critical business functions, including accounting and reporting. The Starz Business is in the process of creating its own, or engaging third parties to provide, information technology infrastructure and systems to support its critical business functions, including accounting and reporting, in order to enhance or replace many of the systems currently provided to it by Lionsgate. Following the completion of the Transactions, Starz may incur temporary interruptions in business operations if it cannot transition effectively from existing operating systems, databases and programming languages that support these functions to its own systems. The failure to implement the new systems and transition data successfully and cost-effectively could disrupt Starz’s business operations and have a material adverse effect on its profitability. In addition, Starz’s costs for the operation of these systems may be higher than the amounts reflected in the historical combined financial statements of the Starz Business.

The accounting and other management systems and resources of Starz may not be adequately prepared to meet the financial reporting and other requirements to which Starz will continue to be subject following the completion of the Transactions.

The financial results of the Starz Business previously were included within the consolidated financial results of Lionsgate. The Starz Business was not directly subject to the reporting and other requirements of the Exchange Act. As a result of the Transactions, New Lionsgate and Starz will both be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act, which will require annual management assessments of the effectiveness of its internal control over financial reporting and a report by its independent registered public accounting firm addressing these assessments. Because most of Lionsgate’s current management and a substantial portion of Lionsgate’s corporate general and administrative functions will be transferred to New Lionsgate in connection with the Transactions, these reporting and other obligations will place significant demands on Starz’s management and administrative and operational resources, including accounting resources.

Moreover, to comply with these requirements, it is anticipated that Starz will need to migrate certain of its systems, including information technology and human resources systems, implement additional financial and management controls, reporting systems and procedures and may need to hire additional legal, accounting and finance staff. It is expected that Starz will incur additional annual expenses related to these activities, and those expenses may be significant. The Starz Business is in the process of creating its own, or engaging third parties to provide, accounting, reporting, and other management systems to support its critical business functions, in order to enhance or replace many of the systems currently provided to it by Lionsgate. Any inability to implement the new systems and transition data successfully and cost-effectively could disrupt Starz’s business operations and adversely impact its profitability. If Starz is unable to upgrade its financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flows.

Starz faces risks related to the restructuring of its business, which have affected and may continue to affect the value of its assets.

As a result of changes in the media and entertainment industry and their impact on the Starz Business, the Starz Business has restructured its operations. For example, as disclosed elsewhere in this joint proxy statement/ prospectus, in fiscal 2023, the Starz Business began a plan to restructure its international LIONSGATE+ business, which included the over-the-top distribution of the Starz Business’s LIONSGATE+ branded premium subscription video services outside the U.S. and Canada. In connection with these restructuring activities, the

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Starz Business performed a strategic review of content performance across all of its platforms both in the U.S. and international territories, resulting in certain programming being removed from those platforms and written down to fair value. The Starz Business incurred impairment charges from the inception of the plan through September 30, 2024 amounting to approximately $295.7 million which were reflected in net income (loss) from continuing operations (impairment charges from the inception of the plan through September 30, 2024 included in discontinued operations amounted to approximately $476.4 million).

Changes in macroeconomic conditions, changes in consumer behavior and consumer consumption levels of our content may result in further restructurings and may further impair the value of the Starz Business assets. When these changes or events occur, the Starz Business has needed and may in the future need to write down the value of its assets, including further write downs of programming content, net, which has a balance of $1,113.9 million as of September 30, 2024.

As of September 30, 2024, the carrying value of Starz’s definite-lived intangible assets, including customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies was $893.3 million. The asset group including amortizable intangible assets is tested for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of the asset may not be recoverable. As of September 30, 2024, there were no indicators of impairment. Starz most recently performed an impairment analysis of the amortizable intangible assets in fiscal 2024 and fiscal 2023 due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption. Based on the Starz Business’s impairment analysis, the estimated undiscounted cash flows exceeded the carrying amount of the assets and therefore no impairment charge was required. Should a review indicate a write down to fair value is required, any such charge could be material to the Starz Business’s reported net earnings in a given reporting period.

Starz’s efforts to attract and retain subscribers for Starz services may not be successful, which may adversely affect its business, financial condition, results of operations and cash flows.

Starz’s ability to continue to attract and retain subscribers will depend in part on its ability to consistently provide compelling content choices, effectively market its services, as well as provide a quality user experience for its subscribers. Furthermore, its competitors’ relative service levels, content offerings, pricing and related features may adversely affect Starz’s ability to attract and retain subscribers. For example, in the future, it is possible that prices for Starz services may increase, which could result in subscribers cancelling their subscriptions or potential subscribers not choosing to sign up for its services. Members cancel its service for many reasons, including a perception that they do not use the service sufficiently, that a particular program they subscribed for has ended, that they need to cut household expenses, the end of a promotional period, dissatisfaction with content, a preference for competitive services, and customer service issues that they believe are not satisfactorily resolved. Adverse economic conditions, including global pandemics, inflation or a recession, may also adversely affect Starz’s ability to attract and retain subscribers.

Starz incurs significant marketing expenditures to attract and retain subscribers, therefore retention of those subscribers is important to its business model. Starz continually seeks to add new subscriptions both to replace canceled subscriptions and to grow beyond its current subscription base. If excessive numbers of subscribers cancel its services, Starz may be required to incur significantly higher marketing expenditures than it currently anticipates to replace these subscribers with new subscribers. While Starz permits multiple users within the same household to share a single account for noncommercial purposes, if account sharing is abused, Starz’s ability to add new subscribers may be hindered and its results of operations may be adversely affected. If Starz is unable to successfully compete with current and new competitors in both retaining its existing subscriptions and attracting new subscriptions, it could adversely affect Starz’s business, financial condition, results of operations, and cash flows.

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Starz’s business depends on viewer preferences, which are difficult to predict.

Starz’s success depends, in part, upon popularity, viewer preferences and audience acceptance of its content. These preferences are subject to influences such as the critical acclaim of its content, the format in which content is released, the talent involved, the genre and specific subject matter of its content, audience reaction to its content, the quality and acceptance of content that its competitors release into the marketplace, the availability of alternative forms of entertainment (including user-generated content) and leisure activities, general economic conditions and other tangible and intangible factors. These influences are difficult to predict and in some cases are subject to influences beyond its control. Starz may not be able to anticipate and react effectively to shifts in tastes and interests. A change in viewer preferences could cause Starz’s programming to decline in popularity, which could adversely affect the terms of its affiliation agreements with distributors or jeopardize their renewal. Reduced popularity of its programs or negative publicity associated with its content or brands may decrease its audience share and viewer reach and could have a material adverse effect on its business, financial condition and results of operations.

To an increasing extent, the success of Starz depends on exclusive original programming and its ability to accurately predict how audiences will respond to its original programming. Starz must invest substantial amounts in the development, production, and marketing of its original programming before it learns whether such content will reach anticipated audience acceptance levels. Because original programming often involves a greater degree of financial commitment, as compared to existing programming that it acquires from third parties, and because its branding strategies depend significantly on a relatively small number of original series, a failure to correctly anticipate viewer preferences for such series could be especially detrimental to Starz’s business.

Starz’s success depends upon the availability of quality programming in a highly competitive marketplace, and it may be unable to secure or maintain such programming.

Starz’s success depends upon the availability of quality video programming, particularly original television programming and films, which are suitable for its target markets. Starz believes that a positive reputation concerning its service is important in attracting and retaining members. Starz obtains most of its programming through agreements with third parties that have produced or control the rights to such programming. The market for video programming is intensely competitive and subject to rapid change. Starz competes with other programming services, including cable television, national and local broadcast television, and digital streaming services to secure desired programming. Some content providers resist licensing their content to third parties, such as Starz, which may impede its ability to secure desired programming.

Increased competition may drive up talent and production costs and has required Starz to increasingly commit to straight-to-series orders for programming instead of pilot orders. The increased financial commitment for a straight-to-series order also could increase the risks associated with such an order. For example, if a straight-to-series order does not meet anticipated production or quality standards or is otherwise not accepted by audiences, more costly revisions to the programming may be necessary. In addition, many of Starz’s competitors have greater capital resources, and therefore may be able to have greater amounts of available content and/or outbid it for projects and talent (including through the use of exclusive first-look arrangements), and may be able to copy Starz’s successful programming strategies to its detriment or react more quickly than it can to shifts in tastes and interests. Starz also faces increased costs for programming as the result of recent renegotiations of major collective bargaining agreements.

Starz cannot assure you that it will ultimately be successful in negotiating renewals of its programming rights agreements or in negotiating adequate substitute agreements. In the event that these agreements expire or are terminated and are not replaced by programming content, including additional original programming, acceptable to its distributors and subscribers, it could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flows.

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Starz depends on distributors that carry its programming, and no assurance can be given that Starz will be able to maintain and renew these affiliation agreements on favorable terms or at all.

Starz currently distributes programming through affiliation agreements with many distributors, including Altice, Amazon, Bell Canada, Charter, Comcast, Cox, DIRECTV, DISH Network, Hulu and Verizon. These agreements are scheduled to expire at various dates through 2027. The largest distributors can have significant leverage in their relationships with certain programmers, including Starz. Moreover, subscription streaming services and other technological innovations have changed when, where and how audiences consume video content. These changes pose risks to the traditional U.S. television industry, including the disruption of the traditional television content distribution model. In part as a result of these changes, over the past few years, the number of subscribers to traditional multichannel video programming distributors in the U.S. has declined, placing additional cost pressure on the traditional multichannel video programming distributor relationships with their programmers, including Starz. These changes and consolidations in the industry may provide distributors additional leverage in negotiating their affiliation agreements with Starz, which may result in less favorable terms to Starz, including fee reductions.

The renewal negotiation process for affiliation agreements is typically lengthy. In certain cases, renewals are not agreed upon prior to the expiration of a given agreement, and therefore, the distributor could suspend or terminate carriage of Starz programming or the programming could continue to be carried by the relevant distributor pursuant to the terms and conditions in the expired affiliation agreement. It is possible that Starz may be unable to obtain renewals with its current distributors on as favorable terms, if at all. It is also possible that Starz may be unable to successfully negotiate affiliation agreements with new distributors to carry its programming. It is also possible that some distributors may even decide to exit the video delivery sector entirely. The failure to renew affiliation agreements on as favorable terms, or the failure to negotiate new affiliation agreements at all, in each case covering a significant portion of households, could result in a discontinuation of carriage, or could otherwise impair Starz’s subscriber growth, revenue and earnings which could have a materially adverse effect on its business, financial condition and results of operations.

Starz relies on a few major distributors and the loss of any of those could reduce its revenues and operating results.

Although Starz currently distributes programming through affiliation agreements with many distributors, including Altice, Amazon, Bell Canada, Charter, Comcast, Cox, DIRECTV, DISH Network, Hulu and Verizon, a few major distributors account for a material percentage of Starz’s revenue. In fiscal 2024, Starz generated approximately 26.6% of its revenue from Amazon.com, Inc. and its subsidiaries. Starz cannot assure you that it will maintain favorable relationships with its distributors, that its offerings will continue to be attractive to distributors, or that it or they will not be adversely affected by economic conditions, including as a result of global pandemics, inflation or a recession.

Starz depends, in part, on distributors to market and present its services, the lack of which may result in reduced customer demand.

At times, certain of Starz’s distributors do not allow it to participate in marketing campaigns or other promotional activities to market its services or may not surface or position Starz favorably on their platforms. Starz’s inability to participate in the marketing of its services or limited discoverability on distributor platforms may put it at a competitive disadvantage. If Starz’s distributors do not sign-up new subscribers to Starz’s services, Starz may lose subscribers, which could have a materially adverse effect on its business, financial condition, results of operations and cash flows.

Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect Starz’s business, financial condition, results of operations or cash flows.

Starz’s success depends on its ability to anticipate and adapt to shifting content consumption patterns. Technology and business models in Starz’s industry, and the ways in which viewers consume content, continue

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to evolve, and new distribution platforms, as well as increased competition from new entrants and emerging technologies, have added to the complexity of maintaining predictable revenues. This trend has impacted certain traditional television distribution models, as demonstrated by industrywide declines in broadcast and cable ratings and declines in cable, direct broadcast satellite and telco television subscribers (i.e., “cord cutting”).

Developments in technology and new content delivery products and services have also led to an increased amount of video content, as well as changes in consumers’ expectations regarding the availability of video content and their willingness to pay for access to such content. These changes include the increase in the number of advertising-supported video on demand services or free, ad-supported streaming linear channels (also known as FAST channels). The use of AI, machine learning, and large language models, is evolving rapidly and becoming more prevalent in business operations and Starz’s ability to compete could be adversely affected if its competitors gain an advantage by using such technologies. Technology such as AI may be used in ways that increase access to publicly available free or relatively inexpensive content that may reduce demand for Starz products and services. Regulations governing new technological developments, such as developments in AI, remain unsettled, and these developments may affect aspects of Starz’s existing business model, including revenue streams for the use of Starz’s intellectual property and how it creates its entertainment products. While Starz is engaged in efforts to respond to and mitigate the risks from these changes, there can be no assurance that it will successfully anticipate or respond to these developments. Failure to effectively anticipate or adapt to emerging competitors, content distribution platforms, changes in consumer behavior and shifting business models could have an adverse effect on Starz’s competitive position, business, financial condition, results of operations and cash flows.

Business interruptions could adversely affect Starz’s business, financial condition, results of operations and cash flows.

Starz’s operations are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, war or acts of terrorism, pandemics, work stoppages and strikes, and similar events beyond its control. Starz has offices located in Southern California, New York, and Colorado, which are subject to natural disasters such as earthquakes or storms. Although Starz has developed certain plans to respond in the event of a disaster, there can be no assurance that they will be effective in the event of a specific disaster. In the event of a short-term power outage, Starz has installed uninterrupted power source equipment designed to protect its equipment. A long-term power outage, however, could disrupt its operations.

Although Starz currently carries business interruption insurance for potential losses (including earthquake-related losses), there can be no assurance that such insurance will be sufficient to compensate for losses that may occur or that such insurance may continue to be available on affordable terms. Any losses or damages incurred by Starz could have a materially adverse effect on its business, financial condition, results of operations and cash flows.

Starz relies, in part, on third-party sales platforms as well as third-party internet-connected devices for distribution of its direct-to-consumer service.

In order to make its services available to its subscribers and viewers, Starz’s direct-to-consumer service relies, in part, on sales platforms owned by third parties, some of which are affiliated with or have investments in competing streaming products. If these third parties do not continue to provide access to its direct-to-consumer service on their platforms or are unwilling to do so on terms acceptable to it, Starz’s business could be adversely affected. If Starz is not successful in maintaining existing or creating new relationships with these third parties, its ability to retain subscribers and grow its direct-to-consumer business could be adversely affected. Starz also currently offers the ability to stream its direct-to-consumer service through a host of internet-connected devices, including televisions, computers, and mobile devices. If Starz encounters licensing, technological, regulatory, business or other impediments to delivering its streaming content to its subscribers via these devices, Starz’s ability to retain subscribers and grow its direct-to-consumer business could be adversely affected.

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Starz is subject to payment processing risk.

Subscribers to the STARZ direct-to-consumer service pay for the service using a variety of different payment methods, including credit and debit cards. Starz relies on internal systems and those of third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules, regulations, and industry standards, including data storage requirements, additional authentication requirements for certain payment methods, and require payment of interchange and other fees. To the extent there are increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, changes to rules, regulations or industry standards concerning payments, loss of payment partners and/or disruptions or failures in Starz’s payment processing systems, partner systems or payment products, including products Starz uses to update payment information, Starz’s revenue, operating expenses and results of operations could be adversely affected. In addition, from time to time, Starz encounters fraudulent use of payment methods, which could adversely affect its business, financial condition, results of operations and cash flows, and, if not adequately controlled and managed, could create negative consumer perceptions of its service. If Starz is unable to maintain its fraud and chargeback rate at acceptable levels, card networks may impose fines, its card approval rate may be impacted and Starz may be subject to additional card authentication requirements.

Starz faces substantial competition in all aspects of its business, including competition for marketing and carriage of its services.

Certain of Starz’s competitors have longer operating histories, larger customer bases, stronger brand recognition, larger content libraries, exclusive rights to certain content, and significant financial, marketing and other resources. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings that may allow them to better offset fluctuations in the financial performance of their operations. Moreover, Starz’s services compete with other video programming services for marketing and distribution. Starz faces intense competition from other providers of programming services for the right to be carried by a particular distributor, for the right to be carried by such distributor on a particular tier, in a particular package of service or in bundles with other services, and for prominent placement and effective merchandising on distributor and advertising platforms.

Starz is an independent distributor and producer. Certain of its distributors have affiliated video programming services that they may choose to favor in terms of carriage, marketing and/or placement over STARZ. Certain of Starz’s distributors also own or control marketing channels, app stores and/or distribution platforms that are important to Starz. In addition, certain programming networks affiliated with broadcast networks like ABC, CBS, Fox or NBC or other programming networks affiliated with sports and certain general entertainment networks with strong viewer ratings have a competitive advantage over Starz’s services in obtaining distribution through the “bundling” of carriage agreements for such programming networks with a distributor’s right to carry the affiliated broadcasting network. If distributors refuse to carry Starz’s services, choose to offer, market, promote and/or position affiliated services more favorably than Starz’s services or take actions that are detrimental to Starz in terms of owned or controlled marketing channels, app stores or distribution platforms, it could have a material adverse effect on Starz’s business, financial condition and results of operations.

The market for entertainment is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have increasing options to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the entertainment video market. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet-based e-commerce or entertainment video providers are increasing their streaming video offerings. Such providers may offer more compelling content or secure better terms from suppliers, adopt more aggressive

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pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. In addition, new technological developments, including the development and use of AI, are rapidly evolving. If Starz’s competitors gain an advantage by using such technologies, its ability to compete effectively and its business, financial condition, results of operations and cash flows could be adversely affected. Companies also may enter into business combinations or alliances that strengthen their competitive positions. Piracy also threatens to damage Starz’s business, as its fundamental proposition to consumers is so compelling and difficult to compete against: virtually all content for free. In light of the compelling consumer proposition, piracy services are subject to rapid global growth, and Starz’s efforts to prevent that growth may be insufficient. If Starz is unable to successfully or profitably compete with current and new competitors, its business may be adversely affected.

Starz faces economic, political, and regulatory risks from doing business internationally.

Starz has agreements and operations through which it licenses or distributes programming in Canada. As a result, Starz’s business is subject to certain risks inherent in international business, many of which are beyond its control. These risks may include:

• difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

• the potential loss of its Canadian distribution partner;

• laws and policies adversely affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

• the impact of trade disputes; anti-corruption laws and regulations such as the Foreign Corrupt Practices Act that impose strict requirements on how Starz conducts its foreign operations and changes in these laws and regulations;

• changes in local regulatory requirements including regulations designed to stimulate local productions, promote and preserve local culture and economic activity (including local content quotas, investment obligations, local ownership requirements, and levies to support local film funds);

• differing degrees of consumer protection laws and changes in these laws;

• strikes or other employment actions that may make it difficult to produce and/or localize content;

• the spread of communicable diseases which may impact business in such jurisdictions; and

• foreign privacy and data protection laws and regulations, as well as data localization requirements, and changes in these laws and requirements.

Starz’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

Starz’s business involves risks of claims for content of material, which could adversely affect its business, financial condition, results of operations and cash flows.

As a distributor of media content, in the ordinary course of business, Starz may face potential claims for defamation, invasion of privacy, negligence, copyright or trademark infringement, claims related to the mature nature of some of its content, and other claims based on the nature and content of the materials distributed or statements made by personnel or talent regarding or promoting those materials or attributable to its business. These types of claims have historically been brought, sometimes successfully, against producers and distributors of media content. Starz also contracts with third parties related to the development, production, marketing and

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distribution of its original programming. Starz may face potential liability or may suffer significant losses in connection with these arrangements, including but not limited to if such third parties violate applicable law, infringe the rights of other parties, become insolvent or engage in fraudulent behavior. To the extent that Starz creates and sells physical or digital merchandise relating to its programming, and/or license such rights to third parties, Starz could become subject to product liability, intellectual property or other claims related to such merchandise. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a materially adverse effect on Starz’s business, financial condition, results of operations and cash flows.

Music and certain authors’ performances contained within content Starz distributes may require it to obtain licenses for such distribution. In this regard, Starz engages in negotiations with collection management organizations (“CMOs”) and similar entities that hold certain rights to music and/or other interests in intellectual property. If Starz is unable to reach mutually acceptable terms with these organizations, it could become involved in litigation and/or could be enjoined from distributing certain content, which could adversely affect its business, financial condition, results of operations and cash flows.

Starz may fail to adequately protect its intellectual property rights or may be accused of infringing intellectual property rights of third parties.

Starz regards its intellectual property rights, including service marks, trademarks, domain names, copyrights (including its programming and its websites), patents, trade secrets and similar intellectual property, as important to its success. Starz relies and expects to continue to rely on a combination of confidentiality and license agreements with its employees, consultants and third parties with whom it has relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect its proprietary rights. Starz may also seek to enforce its proprietary rights through court proceedings or other legal actions. Starz has filed and it expects to file from time to time for trademark, copyright, and patent applications. Nevertheless, these applications may not be approved, third parties may challenge any copyrights, patents or trademarks issued to or held by Starz, third parties may knowingly or unknowingly infringe its intellectual property rights, and it may not be able to prevent infringement or misappropriation without substantial expense to it.

Key technological aspects of Starz’s service have been developed internally by Starz, including software code, informational databases and other components that aid in the provision of its networks to its distributors or directly to consumers. However, not all of this technology is patented. If the protection of its intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of Starz’s brand, content, and other intangible assets may be diminished, competitors may be able to more effectively mimic its service and methods of operations, the perception of its business and service to members and potential members may become confused in the marketplace, and its ability to attract members may be adversely affected.

Starz currently holds various domain names relating to its brand, including starz.com. Failure to protect its domain names could adversely affect Starz’s reputation and brand and make it more difficult for users to find its website and its service. Starz may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of its trademarks and other proprietary rights.

Piracy is prevalent in many parts of the world, particularly where intellectual property rights and laws are not effectively enforced. Even in territories like the U.S. that have stronger intellectual property laws, legal frameworks that are unresponsive to modern realities, combined with the lack of effective technological prevention and enforcement measures, may impede Starz’s enforcement efforts. Starz’s enforcement activities depend in part on third parties, including technology and platform providers, whose cooperation and effectiveness cannot be assured to any degree. In addition, technological advances that allow the almost instantaneous unauthorized copying and downloading of content into digital formats without any degradation of quality from the original facilitate the rapid creation, transmission, and sharing of high-quality unauthorized

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copies. Piracy or other infringement of Starz’s intellectual property (including digital content, feature films, television programming, gaming, and other content), brands and other intellectual property could have a materially adverse effect on its business, financial condition, results of operations and cash flows. Starz may also need to spend significant amounts of money on improvement of technological platform security and enforcement activities, including litigation, to protect its intellectual property rights. Further, new technologies such as AI and their impact on Starz’s intellectual property rights remain uncertain, and development of the law in this area could impact its ability to protect against infringing uses or result in infringement claims against it.

From time to time, Starz is subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the trademarks, patents, copyrights and other intellectual property rights of third parties. For example, Starz’s direct-to-consumer service has historically been and continues to be a target for patent infringement allegations from non-practicing patent holders, and new allegations may arise in the future due to technological changes in Starz’s service or the streaming industry generally and the rapid rate of issuance of new patents. Technology or non-practicing entities may assert their patents, seek royalties, or even enter into litigation seeking substantial damages based on allegations of patent infringement regardless of merit. Starz has defended and will continue to defend vigorously against such allegations, which are typically not covered by insurance. However, regardless of the merit of any particular allegation, defending against such an allegation can be expensive, time-consuming and disruptive to Starz’s operations and ultimately unpredictable. In recognition of these considerations, Starz may at certain times have to develop non-infringing technology, adjust it content, merchandising or marketing activities, or enter into licenses or other arrangements to settle and resolve such allegations on commercially reasonable terms where available, though there can be no assurance such agreements can be obtained on acceptable terms, which could have materially adverse effect on Starz’s business, financial condition, results of operations and cash flows.

In addition, litigation may be necessary to enforce Starz’s intellectual property rights, protect its trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could have a materially adverse effect on Starz’s business, financial condition and results of operations. The loss of protection of its intellectual property rights, particularly its brand, in a meaningful manner or challenges to related contractual rights could result in erosion of its brand and limit its ability to control marketing of its networks, which could have a materially adverse effect on Starz’s business, financial condition, results of operations and cash flows.

Starz is, and may in the future become, subject to litigation and other legal proceedings, which could adversely affect its business, financial condition, results of operations and cash flows.

From time to time, Starz is subject to various legal proceedings (including class action lawsuits), claims, regulatory investigations and arbitration proceedings, including actions, claims relating to intellectual property (such as patent infringement claims), employment, wage and hour, consumer protection, consumer privacy (such as Video Privacy Protection Act “VPPA”, California Invasion of Privacy Act “CIPA” or similar laws), contractual and commercial disputes, and the production, distribution, and licensing of its content. The outcomes of legal proceedings are inherently uncertain. Any proceedings, actions, claims or inquiries initiated by or against Starz, whether successful or not, may be time consuming, result in costly litigation, damage awards, consent decrees, injunctive relief or increased costs of business, require it to change its business practices or products, result in negative publicity, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm its business and financial results. In addition, Starz’s insurance may not be adequate to protect it from all material expenses related to pending and future claims. Any of these factors could materially adversely affect Starz’s business, financial condition, results of operations and cash flows.

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Inflation or economic instability in the markets in which Starz operates could adversely affect Starz’s business, financial condition, results of operations and cash flows.

Starz’s business is affected by prevailing economic conditions. Inflation may cause the cost of producing original programming, the cost of obtaining programming or the cost of marketing to rise, and Starz may not be able to cover those increases in the rates it charges to distributors. Financial instability or a general decline in economic conditions could affect Starz’s business in an adverse manner. Lower household income and decreases in consumer discretionary spending, which is sensitive to general economic conditions, may affect consumer demand for video service subscriptions, in particular with respect to premium video service subscriptions such as STARZ. Economic conditions also could adversely affect Starz’s distributors, resulting in larger than anticipated subscriber declines or distributors exiting the market entirely. A reduction in consumer spending or distributor financial difficulties or failures could lead to a decrease in the number of STARZ subscribers, which could have a materially adverse impact on Starz’s business, financial condition, results of operations and cash flows.

If the technology Starz uses in operating its business fails, is unavailable, or does not operate to expectations, its business, financial condition, results of operations and cash flows could be adversely affected.

Starz utilizes a combination of proprietary and third-party technology to operate its business. This includes the technology that it has developed in-house or licensed from third parties to recommend content to its consumers as well as enable fast and efficient delivery of content to its members and their various consumer electronic devices. If Starz experience interruptions or difficulties in this technology, its ability to operate its service, retain existing members and add new members may be impaired and its business, financial condition, results of operations and cash flows could be adversely affected.

Failure of, or disruptions to, Starz’s technology facilities could adversely affect its business, financial condition, results of operations, and cash flows. Starz’s programming is currently transmitted from primary uplink facilities provided by a third party. The primary uplink facilities used by Starz are equipped with backup generator power and other redundancies. However, like other facilities, uplink facilities are subject to interruption from fire, adverse weather conditions and other natural causes. Equipment failure, employee misconduct or third-party interference could also disrupt the facility’s services. Starz has arrangements at a separate third-party back-up facility to uplink Starz’s linear channels and services to its satellites in the event Starz is unable to do so from its primary facility. Notwithstanding these precautions, any significant or prolonged interruption of operations at Starz’s primary facility, and any failure by Starz’s back-up third-party facility to perform as intended, could have a materially adverse effect on its business, financial condition, results of operations and cash flows.

Starz’s success is also dependent upon its continued ability to transmit its programming to distributors. Starz has entered into multi-year satellite transponder agreements for carriage of the Starz networks’ programming. These agreements provide for replacement transponders and/or replacement satellites, as applicable, throughout the term of the agreements to ensure continued carriage of Starz programming in the event of transponder or satellite failures. Termination or interruption of satellite transmissions may occur and could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flows. Despite Starz’s efforts to secure transponder capacity with multi-year satellite transponder agreements, there is a risk that when these agreements expire, Starz may not be able to secure capacity on a transponder on the same or similar terms, if at all.

Starz relies upon the ability of consumers to access its direct-to-consumer service through the internet. If network operators block, restrict or otherwise impair access to its service over their networks, Starz’s service and business could be negatively affected. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, Starz could incur greater operating expenses and its member acquisition and retention could be negatively affected. Furthermore, to the extent network operators create tiers of internet access service and either charge

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Starz for or prohibit it from being available through these tiers, its financial condition, results of operations, and cash flows could be adversely affected. Some network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming. As such, these network operators have an incentive to use their network infrastructure in a manner adverse to Starz’s continued growth and success. While Starz believes that consumer demand, regulatory oversight and competition will help check these incentives, the extent to which network operators are able to provide preferential treatment to their data as opposed to Starz’s or otherwise implement discriminatory network management practices, could adversely affect Starz’s business, financial condition, results of operations, and cash flows. The extent to which these incentives limit operator behavior differs across markets.

Starz utilizes “cloud” computing services to deliver a distributed computing infrastructure platform for its business operations and any disruption of or interference with its use of its “cloud” computing servicer could adversely impact its business, financial condition, results of operations and cash flows.

Starz has architected its software and computer systems so as to utilize data processing, storage capabilities and other services provided by its current “cloud” computing service provider and it runs the vast majority of its computing via such “cloud” computing service provider. Given this, along with the fact that switching “cloud” computing services to another provider may be difficult, any problems faced by Starz’s “cloud” computing provider, including technological or business-related disruptions, as well as cybersecurity threats and regulatory interference, or any unanticipated interference with Starz’s use of its current “cloud” service provider could adversely impact its business, financial condition, results of operations and cash flows.

Protection of electronically stored data is costly and if Starz’s data is compromised in spite of this protection, it may incur additional costs, lost opportunities and damage to its reputation.

Starz maintains information in digital form as necessary to conduct its business, including confidential and proprietary information, copies of films, television programs and other content and personal information regarding its employees and customers. Data maintained in digital form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access and Starz’s computer systems are subject to cyberattacks that may result in disruptions in service. Starz develops and maintains systems to prevent this from occurring, but the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Moreover, despite its efforts, the possibility of unauthorized access, modification, exfiltration, destruction or denial of access with respect to data or systems and other cybersecurity attacks cannot be eliminated entirely, and risks associated with each of these remain. In addition, Starz provides confidential information, digital content and personal information to third parties when it is necessary to pursue business objectives. While Starz obtains assurances that these third parties will protect this information and, where appropriate, monitor the protections employed by these third parties, there is a risk that data systems of these third parties may be compromised. If Starz’s data systems or data systems of these third parties are compromised, its ability to conduct its business may be impaired, it may lose profitable opportunities or the value of those opportunities may be diminished and it may lose revenue as a result of unlicensed use of its intellectual property. Furthermore, a penetration of its network security or other theft or misuse of confidential and proprietary information, digital content or personal employee information could subject it to business, regulatory, litigation and reputation risk, which could have a materially adverse effect on its business, financial condition, results of operations and cash flows.

Starz’s activities are subject to a variety of stringent and changing regulatory obligations, which may adversely impact its business, financial condition, results of operations and cash flows.

Privacy. The legal and regulatory environment governing Starz’s collection, generation, use, storage, disclosure and transfer (commonly known as processing) of personal information and other sensitive information is complex and continually evolving. In the ordinary course of its business, Starz collects and uses the personal information of subscribers and potential subscribers through its websites and applications and those of third

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parties. Its collection and use of personal information may subject Starz to a number of complicated domestic and foreign data privacy regulations (including VPPA, CIPA, and similar laws), security requirements and other obligations that govern the processing of personal data by Starz and on its behalf. For example, several states, including, but not limited to, California, Colorado, Connecticut, Nevada, Virginia and Utah, have enacted data privacy laws which impose significant compliance obligations on covered businesses and substantial statutory fines for noncompliance efforts, and many carry private rights of action. Starz’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, reputational harm, and other adverse business consequences. Increased regulation of data utilization practices, including self-regulation or findings under existing laws that limit Starz’s ability to collect, transfer and use personal information, could adversely affect its business, financial condition, results of operations and cash flows. Starz’s actual or perceived failure to comply with such obligations could subject it to liability, and to the extent that it needs to alter its business model or practices to adapt to these obligations, Starz could incur additional expenses.

Consumer Protection Laws. The continued growth and development of the market for online commerce may lead to more stringent consumer protection laws which may impose additional burdens on Starz. Some examples include the Children’s Online Privacy Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and the VPPA. In addition, many states have enacted laws regulating automatically renewing online subscription services, and this trend may continue. If authorities start taking increased enforcement action related to statutes governing perceived unfair deceptive acts and practices, Starz could suffer additional costs, complaints and/or regulatory investigations or fines. Several of these laws also have private rights of action. Starz’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, reputational harm, and other adverse business consequences. Other changes in consumer protection laws and the interpretations thereof, could have a materially adverse effect on its business, financial condition, results of operations and cash flows.

Levies/Taxes. Starz’s future effective tax rates could be affected by changes in tax laws or regulations or the interpretation thereof. Governments are increasingly looking to introduce regulations related to media and tax that may apply to Starz’s services, rendering tax rates uncertain. Changes in levy or tax laws and the interpretations thereof could adversely affect Starz’s business, financial condition, results of operations and cash flows. Legislative action may be taken by the U.S. Congress that, if ultimately enacted, could limit the availability of tax benefits or deductions that Starz expects to claim, override tax treaties upon which it expects to rely, or otherwise increase the taxes that the U.S. imposes on Starz’s operations. Such changes could materially adversely affect Starz’s effective tax rate and/or require it to take further action, at potentially significant expense, to seek to preserve its effective tax rate. In addition, if proposals were enacted that had the effect of limiting Starz’s ability as a Canadian company to take advantage of tax treaties with the U.S., it could incur additional tax expense and/or otherwise incur business detriment. Unanticipated changes in its effective tax rates could affect its future results of operations. Further, Starz may be subject to examination of its tax returns by various federal, state, and foreign tax jurisdictions. Starz regularly assesses the likelihood of outcomes resulting from possible examinations to determine the adequacy of its provision for income taxes. In making such assessments, it exercises judgment in estimating its provision for income taxes. While Starz believes its estimates are reasonable, it cannot assure you that final determinations from any examinations will not be materially different from those reflected in its historical income tax provisions and accruals. Any adverse outcome from any examinations could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flows.

Network Regulations. Under the Communications Act of 1934 and the 1992 Cable Act, there are certain Federal Communications Commission regulations that govern the distribution of Starz’s services by traditional multichannel video programming distributors, including cable, direct broadcast satellite and telco operators. Furthermore, to the extent that regulations and laws, either presently in force or proposed, hinder or stimulate the growth of the cable television and satellite industries, Starz’s network business will be affected. Regulations governing its services are subject to the political process and have been in constant flux historically. Starz cannot

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assure you that it will be able to anticipate material changes in laws or regulatory requirements or that future legislation, new regulation or deregulation will not have a materially adverse effect on its business, financial condition, results of operations and cash flows.

Internet and Other Media Operator Regulations. The adoption or modification of laws or regulations relating to the internet or other areas of Starz’s business could limit or otherwise adversely affect the manner in which it currently conducts its business. Starz anticipates that several jurisdictions may, over time, attempt to impose additional financial and regulatory obligations on it. Other changes in laws relating to the internet or other areas of Starz’s business and the interpretations thereof could cause it to incur additional expenses or otherwise negatively affect its business. Additionally, as Starz grows its direct-to-consumer business, it may be subject to additional consumer legal claims and state and local consumer protection regulation. Starz relies upon the ability of consumers to access its service through the internet. If network operators block, restrict or otherwise impair access to its service over their networks, Starz’s service and business could be negatively affected. Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality, could decrease the demand for Starz’s service and increase its cost of doing business. Given uncertainty around these rules, coupled with potentially significant political and economic power of local network operators, Starz could experience discriminatory or anti-competitive practices that could impede its growth, cause it to incur additional expense or otherwise negatively affect its business.

The loss of any of Starz’s key personnel and artistic talent could adversely affect its business, financial condition, results of operations and cash flows.

Starz believes that its future success will depend to a significant extent upon the performance of its senior executives, artistic talent, and other key employees and on its ability to attract and maintain a high performing and diverse workforce. Starz does not maintain “key man” insurance. In its industry, there is significant competition for highly-skilled business, technical, creative and other personnel. If Starz experiences high executive turnover, fails to adapt its business practices to changes in the industry, or is not successful in recruiting new personnel or in retaining and motivating existing personnel, its operations may be disrupted. In addition, Starz depends on the availability of and its ability to agree to contractual terms to engage a number of actors, writers, directors, producers and others, who are employees of third-party production companies that create its original programming. The loss of any significant corporate personnel or artistic talent could have a materially adverse effect on its business, financial condition, results of operations and cash flows.

Starz’s business could be adversely affected by labor disputes or other union actions.

Starz and many of its content providers, partners, suppliers and vendors employ the services of writers, directors, actors and other talent as well as trade employees and others who are subject to collective bargaining agreements in the entertainment industry. Such collective bargaining agreements may be renewed in the future on terms that are less favorable to Starz and/or result in higher costs of production and development. If collective bargaining agreements cannot be renewed, then it is possible that the affected unions could take action in the form of strikes, work slowdowns or work stoppages. Labor disputes or work stoppages may restrict Starz’s access to content, resulting in increased costs and decreased revenue, which could have a materially adverse effect on its business, financial condition and results of operations.

Starz will be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.

From time to time, Starz may engage in discussions and activities with respect to possible acquisitions, sale of assets, business combinations and joint ventures intended to complement or expand its business or other transactions. However, Starz may not realize the anticipated benefit from the transactions it pursues; there may be liabilities assumed that it did not discover or that it underestimated in the course of performing its due diligence; the negotiation of the transaction and the integration of the acquired business could require Starz to

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incur significant costs and cause diversion of management’s time and resources; the transaction could result in impairment of goodwill and other intangibles, development write-offs and other related expenses; the transaction may pose challenges in the consolidation and integration of information technology, accounting systems, personnel and operations; and Starz may have difficulty managing the combined entity in the short term if it experiences a significant loss of management personnel during the transition period after a significant acquisition. No assurance can be given that expansion, acquisition or other opportunities will be successful or completed on time, or that Starz will realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits. Any of the foregoing could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flows. If Starz determines to sell individual properties, libraries or other assets or businesses, it will benefit from the net proceeds realized from such sales. However, Starz’s revenues may suffer in the long-term due to the disposition of a revenue generating asset, or the timing of such dispositions may be poor, causing Starz to fail to realize the full value of the disposed asset, all of which may diminish its ability to service its indebtedness and repay its notes and its other indebtedness at maturity. Furthermore, Starz’s future growth may be inhibited if the disposed asset contributed in a significant way to the diversification of its business platform. Additionally, regulatory agencies, such as the FCC or U.S. Department of Justice, may impose additional restrictions on the operation of Starz’s business as a result of it seeking regulatory approvals for any strategic transactions and significant acquisitions. The occurrence of any of these events could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flows. In addition, for risks relating to the Transactions, see “–Risks Related to the Transactions” below.

Starz may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

Starz may complete one or more financing transactions on or prior to the completion of the Transactions. As a result of such transactions, Starz anticipates having approximately $[   ] million of indebtedness upon completion of the Transactions. Starz may also incur additional indebtedness in the future.

This amount of debt could potentially have important consequences to Starz and its debt and equity investors, including:

• requiring a substantial portion of its cash flow from operations to make interest payments;

• making it more difficult to satisfy debt service and other obligations;

• increasing the risk of a future credit ratings downgrade of its debt, which could increase future debt costs and limit the future availability of debt financing;

• increasing its vulnerability to general adverse economic and industry conditions;

• reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow its business;

• limiting Starz’s flexibility in planning for, or reacting to, changes in its business and the industry;

• placing Starz at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt; and

• limiting Starz’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase Starz common shares.

To the extent that Starz incurs additional indebtedness, the foregoing risks could increase. In addition, Starz’s actual cash requirements in the future may be greater than expected. Its cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and Starz may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt. For more information, see “Description of Starz Material Indebtedness.”

Starz’s indebtedness may make it difficult for it to satisfy its financial obligations, including making scheduled principal and interest payments on its indebtedness and its other obligations; limit its ability to borrow additional funds,

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if needed, for working capital, capital expenditures, acquisitions or other general business purposes; increase its cost of borrowing; limit its ability to use its cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; require it to use a substantial portion of its cash flow from operations to make debt service payments when due; limit its flexibility to plan for, or react to, changes in its business and industry; place it at a competitive disadvantage compared to its less leveraged competitors; and; increase its vulnerability to the impact of adverse economic and industry conditions, including changes in interest rates and foreign exchange rates.

From time to time, Starz may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other things, Starz’s business plans, operating performance and condition of the capital markets. Rising interest rates or any disruption in the capital markets could make it more difficult and expensive for Starz to raise additional capital or refinance its existing indebtedness. If Starz raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its common shares, and Starz’s shareholders may experience dilution. Any large equity or equity-linked offering could also adversely affect Starz’s share price.

Risks Related to the Transactions

New Lionsgate and Starz may be unable to achieve some or all of the benefits that they expect to achieve through the Transactions.

New Lionsgate and Starz may be unable to achieve the full strategic and financial benefits expected to result from the Transactions, or such benefits may be delayed or may never occur at all. The Transactions are expected to provide the following benefits, among others:

• allow New Lionsgate and Starz to more effectively pursue their own distinct operating priorities and strategies, and enable the management teams of each of the two companies to focus on strengthening their core businesses, and pursue distinct and targeted opportunities to accelerate revenue and profitability;

• allow each of New Lionsgate and Starz to allocate its financial resources to meet the unique needs of its own business, enabling each company to sharpen its focus on distinct strategic priorities;

• allow each business to more effectively pursue its own distinct capital structure and capital allocation strategy;

• allow each of New Lionsgate and Starz to more effectively articulate its own clear investment thesis for its business as a pure-play content studio and platform, respectively, operating in a world of vertically integrated conglomerates, in order to attract a long-term investor base suited to its business, and facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities;

• allow for continued participation by Lionsgate’s shareholders in New Lionsgate’s and Starz’s future earnings and growth potential following the completion of the Transactions; and

• provide employees with stock-based compensation that more closely aligns with the performance of the underlying businesses.

The parties may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the Transactions will require significant amounts of management time and effort, which may divert management attention from operating and growing New Lionsgate’s and/or Starz’s respective businesses and (ii) the other actions required to separate New Lionsgate’s and Starz’s respective businesses prior to the Arrangement Effective Time could disrupt New Lionsgate’s and/or Starz’s respective operations. If the parties fail to achieve some or all of the benefits expected to result from the Transactions, or if such benefits are delayed, New Lionsgate’s and/or Starz’s business, results of operations and financial condition could be materially and adversely affected.

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Challenges in the commercial and credit environment may adversely affect the expected benefits of the Transactions, the expected plans or anticipated timeline to complete the Transactions and future access to capital on favorable terms.

Volatility in the world financial markets could increase borrowing costs or affect New Lionsgate’s and/or Starz’s ability to access the capital markets. New Lionsgate’s and/or Starz’s ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for its respective business’s content, products or in the solvency of its respective customers or suppliers or if there are other significantly unfavorable changes in economic conditions, such as a recession. These conditions may also adversely affect the anticipated timeline to complete the Transactions and the expected benefits of the Transactions, including by increasing the time and expense involved in the Transactions.

The historical financial information of the LG Studios Business and pro forma financial information of Lionsgate included in this joint proxy statement/prospectus is not necessarily representative of the results that New Lionsgate would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

As described elsewhere in this joint proxy statement/prospectus, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate in a “reverse spin” in accordance with GAAP, specifically FASB Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs.” Following the completion of the Transactions, New Lionsgate will report the historical consolidated results of operations of the Starz Business in discontinued operations. The historical information about the LG Studios Business in this joint proxy statement/prospectus refers to the LG Studios Business as operated by and integrated with Lionsgate, excluding the Starz Business. The historical and pro forma financial information included in this joint proxy statement/prospectus is derived from the consolidated financial statements and accounting records of Lionsgate. Accordingly, the historical and pro forma financial information included in this joint proxy statement/prospectus does not necessarily reflect the financial condition, results of operations or cash flows that New Lionsgate would have achieved as a separate, publicly traded company during the periods presented or those that New Lionsgate will achieve in the future primarily as a result of the factors described below:

• Following the completion of the Transactions, New Lionsgate’s results of operations and cash flows are likely to be more volatile, and it may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available on terms acceptable to New Lionsgate and may be more costly.

• Currently, the LG Studios Business is integrated with the Starz Business. Historically, Lionsgate’s businesses shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. While Lionsgate has sought to minimize the impact on New Lionsgate when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future.

• After the completion of the Transactions, the cost of capital for New Lionsgate’s business may be higher than Lionsgate’s cost of capital prior to the Transactions.

• In connection with the Transactions, New Lionsgate is expected to retain certain existing indebtedness of Lionsgate and incur certain additional indebtedness. New Lionsgate’s historical financial information does not reflect the debt that it will incur as part of the Transactions, including the financing discussed in the section entitled “Description of New Lionsgate Material Indebtedness.”

• The unaudited pro forma condensed consolidated financial information included in this joint proxy statement/prospectus includes adjustments to reflect the divestiture of the Starz Business from Lionsgate. The pro forma adjustments are based upon available information and assumptions that management of Lionsgate believes are reasonable; however, actual outcomes may vary from such assumptions. In addition, the unaudited pro forma condensed consolidated financial information

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included in this joint proxy statement/prospectus does not give effect to on-going costs that New Lionsgate may incur or may be eliminated in connection with being a stand-alone company.

Other significant changes may occur in New Lionsgate’s cost structure, management, financing and business operations as a result of operating as a company separate from Starz. For additional information about the past financial performance of its business and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed consolidated financial statements of its business, see “Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate”, “Management’s Discussion & Analysis of Financial Condition and Results of Operations of New Lionsgate” and the historical financial statements and accompanying notes included elsewhere in this joint proxy statement/prospectus.

Lionsgate’s historical financial information is not necessarily representative of the results that the Media Networks segment would have achieved as a separate, publicly traded company and is therefore not an indicator of its future results.

Prior to the Transactions, the Starz Business has been conducted by Lionsgate and its subsidiaries as part of Lionsgate’s consolidated operations, which included the LG Studios Business, and not as a standalone company. The segment information related to the Media Networks segment in Lionsgate’s historical financial information incorporated by reference into this joint proxy statement/prospectus does not necessarily reflect the results of operations that Starz would have achieved as a separate, publicly traded company during the periods presented or those that Starz will achieve in the future, primarily as a result of the factors described below:

• Prior to the Transactions, the Starz Business has been operated by Lionsgate as part of its broader corporate organization, rather than as an independent company. Lionsgate or one of its affiliates performed various corporate functions for the Starz Business, such as legal, corporate governance, treasury, reporting, auditing, human resources and investor relations.

• Generally, the Starz Business’ working capital requirements and capital for its general corporate purposes, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of Lionsgate, including the LG Studios Business. Following the completion of the Transactions, Starz’s results of operations and cash flows may be more volatile, and it may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available on terms acceptable to Starz and may be more costly than those available before the Transactions.

• Currently, the Starz Business is integrated with the LG Studios Business. Historically, Lionsgate’s businesses shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. While Lionsgate has sought to minimize the impact on Starz when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future.

• In connection with the Transactions, Starz is expected to retain certain existing indebtedness of Lionsgate and incur certain additional indebtedness. Starz’s historical financial information does not reflect the debt that it will incur as part of the Transactions, including the financing discussed in the section entitled “Description of Starz Material Indebtedness.”

• After the completion of the Transactions, the cost of capital for Starz’s business may be higher than Lionsgate’s cost of capital prior to the Transactions.

• Starz will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and will be required to prepare its standalone financial statements according to the rules and regulations required by the SEC. These Lionsgate reporting and other obligations were previously handled by members of management and employees who will become management and employees of New Lionsgate following the completion

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of the Transactions. Accordingly, there will be significant demands on Starz’s management and administrative and operational resources that did not exist prior to the Transactions. Moreover, to comply with these requirements, Starz anticipates that it will need to migrate its systems, implement additional financial, legal and management controls, reporting systems and procedures and hire additional accounting, legal and finance staff. Starz expects to incur additional annual expenses related to these activities, and those expenses may be significant. If Starz is unable to upgrade its financial and management controls, reporting systems and procedures in a timely and effective fashion, its ability to comply with financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

Other significant changes may occur in Starz’s cost structure, management, financing and business operations as a result of operating as a company separate from New Lionsgate. For additional information about the past financial performance of the Media Networks segment, see Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2024, which is incorporated by reference into this joint proxy statement/prospectus. For additional information about the past financial performance of its business and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed consolidated financial statements of its business, see “Unaudited Pro Forma Condensed Combined Financial Information of Starz”, “Management’s Discussion & Analysis of Financial Condition and Results of Operations of Starz (Supplemental)” and the historical financial statements and accompanying notes included elsewhere in this joint proxy statement/prospectus.

Following the completion of the Transactions, New Lionsgate will be a smaller, less diversified company than Lionsgate prior to the Transactions with a different financial profile.

The Transactions will result in New Lionsgate being a smaller, less diversified company than Lionsgate prior to the Transactions, with more limited business concentrated primarily in film and television production and distribution. As a result, the LG Studios Business following the completion of the Transactions may be more vulnerable to changing market conditions, which could have a material adverse effect on New Lionsgate’s business, financial condition and results of operations. In addition, the diversification of revenues, costs, and cash flows will diminish for New Lionsgate following the completion of the Transactions, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the completion of the Transactions, New Lionsgate may also lose capital allocation efficiency and flexibility, as the LG Studios Business will no longer be able to use cash flow from the Starz Business.

Substantial sales of New Lionsgate new common shares or Starz common shares following the completion of the Transactions, or the perception that such sales might occur, could depress the market prices of New Lionsgate new common shares or Starz common shares, respectively.

The smaller relative size and different investment characteristics of each of New Lionsgate and Starz following the completion of the Transactions as compared to Lionsgate prior to the Transactions may not appeal to the current investor base of Lionsgate, which could result in the disposition of New Lionsgate new common shares and/or Starz common shares following the completion of the Transactions. Any sales of substantial amounts of New Lionsgate new common shares or Starz common shares in the public market following the completion of the Transactions, for this or other reasons, or the perception that such sales might occur, could depress the market price of New Lionsgate new common shares or Starz common shares, respectively. There is no assurance that there will be sufficient buying interest to offset any such sales, and, accordingly, the prices of New Lionsgate new common shares and/or Starz common shares may be depressed by such sales and have periods of volatility. Lionsgate currently has, and immediately following the Transactions each of New Lionsgate and Starz are expected to have, several shareholders who each hold a significant percentage of their respective outstanding common shares. If such shareholders sell a significant portion or all of their shares following the completion of the Transactions, the prices of New Lionsgate new common shares and/or Starz common shares may be depressed by such sales.

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New Lionsgate or Starz may fail to perform under the agreements that will be executed as part of the Transactions, and such failure to perform could have a material adverse effect on New Lionsgate’s or Starz’s operations, respectively.

In connection with, and prior to, the Transactions, New Lionsgate and Lionsgate (which will be renamed Starz) will enter into the Arrangement Agreement and the Separation Agreement and will also enter into certain other agreements, including a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and agreements governing other commercial licensing arrangements between the parties. The Arrangement Agreement, Separation Agreement and other agreements, together with the documents and agreements by which the internal reorganization will be effected, will determine the allocation of assets and liabilities between the companies following the completion of the Transactions for those respective areas and will include any applicable indemnifications related to liabilities and obligations. The Transition Services agreement will provide for the performance of certain services by each company for the benefit of the other for a period of time after the Transactions. New Lionsgate will rely on Starz, and Starz will rely on New Lionsgate, to satisfy its performance and payment obligations under these agreements. If either New Lionsgate or Starz is unable or unwilling to satisfy its respective obligations under these agreements, including its respective indemnification obligations, New Lionsgate or Starz, as applicable, could incur operational difficulties and/or losses. If either New Lionsgate or Starz does not have in place its own systems and services, or if it does not have agreements with other providers of these services once certain Transactions-related agreements expire, it may not be able to operate its business effectively, and its profitability may decline. Starz is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services that are currently provided to it by Lionsgate. However, Starz may not be successful in implementing these systems and services in a timely manner or at all, it may incur additional costs in connection with, or following, the implementation of these systems and services, and it may not be successful in transitioning data from current systems.

New Lionsgate or Starz may be held liable to the other if it fails to perform under its agreements, and the performance of such services may negatively affect New Lionsgate’s and/or Starz’s business and operations.

In connection with the Transactions, New Lionsgate and Starz will enter into a Transition Services agreement, agreements governing other commercial licensing arrangements between the parties and other agreements that will provide for the performance of certain services by each company for the benefit of the other after the Transactions. If New Lionsgate or Starz does not satisfactorily perform its obligations under the agreement, it may be held liable for any resulting losses suffered by the other, subject to certain limits. In addition, during the transition services periods, New Lionsgate’s management and employees may be required to divert their attention away from New Lionsgate’s business in order to provide services to Starz, which could adversely affect New Lionsgate’s business, and Starz’s management and employees may be required to divert their attention away from Starz’s business in order to provide services to New Lionsgate, which could adversely affect Starz’s business.

Certain of the transaction agreements between New Lionsgate and Starz may be on terms that differ from the terms each may have otherwise received from unaffiliated third parties.

The agreements that New Lionsgate and Lionsgate (which will be renamed Starz) will enter into in connection with the Transactions, including the Arrangement Agreement, Separation Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement and agreements governing other commercial licensing arrangements, were prepared in the context of the Transactions while New Lionsgate and Starz were still part of the same combined company. Accordingly, during the period in which the terms of those agreements were prepared, each of New Lionsgate and Starz did not have an independent board of directors or a management team that was fully independent of the other’s business. While the parties believe that the terms of such agreements generally reflect market terms, they may not reflect the same terms that would have resulted from negotiations with unaffiliated third parties.

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The transfer to New Lionsgate or Starz of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, New Lionsgate or Starz may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business and financial performance.

The Separation Agreement will provide that certain contracts, permits and other assets and rights are to be transferred from Lionsgate (which will be renamed Starz) or its subsidiaries to New Lionsgate or its subsidiaries, or vice versa, in connection with the Transactions. The transfer of, or transfer of control related to, certain contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties. In addition, in some circumstances, both New Lionsgate and Starz or their respective beneficiaries may be beneficiaries of contracts, and New Lionsgate and/or Starz may need the consents of third parties in order to split or separate the existing contracts or the relevant portion of the existing contracts to New Lionsgate and/or Starz.

Some parties may use consent requirements or other rights to seek to terminate contracts or obtain more favorable contractual terms from New Lionsgate or Starz, which, for example, could take the form of price increases, require the expenditure of additional resources in order to obtain the services or assets previously provided under the contract, or require the pursuit of arrangements with new third parties or letters of credit or other forms of credit support. If New Lionsgate or Starz are unable to obtain required consents or approvals, they may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to them as part of the Transactions, and they may be required to seek alternative arrangements to obtain services and assets which may be more costly and/or of lower quality. The termination or modification of these contracts or permits or the failure to timely complete the transfer or separation of these contracts or permits could negatively impact New Lionsgate’s and/or Starz’s business, financial condition, results of operations and cash flows.

The Transactions may result in litigation and/or regulatory inquiries and investigations, which would harm New Lionsgate’s or Starz’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Transactions. Any litigation or investigation relating to the Transactions against New Lionsgate or Starz, whether or not resolved in either party’s favor, could result in substantial costs and divert the applicable company’s management’s attention from other business concerns, which could adversely affect the applicable company’s business and cash resources and the ultimate value of New Lionsgate new common shares or Starz common shares, as applicable.

Purported noteholders have instituted suit against Lionsgate claiming that it breached the indenture governing Lions Gate Capital Holdings LLC’s 5.500% senior notes due 2029 by virtue of an amendment executed in connection with an exchange by certain noteholders for new notes.

On August 27, 2024, purported holders of Lionsgate’s 5.500% Notes filed a complaint against Lionsgate in New York State court asserting claims for declaratory judgment and breach of the implied covenant of good faith and fair dealing based on a May 2024 transaction in which Lionsgate exchanged approximately $390 million in aggregate principal amount of 5.500% Notes for new 5.500% exchange notes due 2029 and entered into Supplemental Indenture No. 10 to the indenture governing the 5.500% Notes (the “Indenture”). The main basis for these claims is that Supplemental Indenture No. 10 allegedly implicated certain provisions of the Indenture that require consent of each affected holder for certain types of waivers, amendments, and supplements to the Indenture. The relief sought includes a request for a declaration that Supplemental Indenture No. 10 and the associated exchange transaction are null and void, as well as for a permanent injunction against the Transactions

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going forward to the extent they have not already taken place. On September 13, 2024, another purported holder sought to intervene as a plaintiff in the same suit asserting nearly identical claims, which intervention was granted on October 11, 2024.

Although Lionsgate believes that these allegations are without merit, there can be no assurance that the plaintiffs will not be successful in obtaining relief sought in their complaints. If they are successful in obtaining a declaratory judgment, they may also issue the trustee of the 5.500% Notes a notice of default and seek accelerated payments for amounts due under the 5.500% Notes. These actions may result in an outcome that could have a material adverse impact on New Lionsgate’s and Starz’s business, operations and financial conditions as well as their stakeholders, as any such actions could require payments on the 5.500% Notes earlier than expected. In addition, if plaintiffs obtain an injunction against moving forward with the Transactions, the Transactions, to the extent not yet completed, may need to be abandoned. Even if Lionsgate is successful in defending against such claims, it may expend significant management time and attention and funds to defend against such claims.

The Transactions are subject to various risks and uncertainties, including approval of the Lionsgate Transactions Proposal at the Lionsgate Annual General and Special Meeting and approval of the LG Studios Reorganization Proposal at the LG Studios Special Meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate and/or LG Studios before the Transactions, or the businesses of New Lionsgate and/or Starz following the Transactions.

Lionsgate’s separation into two separate, publicly traded companies is complex in nature, and unanticipated developments or changes, including changes in the law, the macroeconomic environment, competitive conditions, regulatory approvals or clearances, the uncertainty of the financial markets and challenges in executing the Transactions, could delay or prevent the completion of the proposed Transactions, or cause the Transactions to occur on terms or conditions that are different or less favorable than expected. The Lionsgate Transactions Proposal may not be approved at the Lionsgate Annual General and Special Meeting and/or the LG Studios Reorganization Proposal may not be approved at the LG Studios Special Meeting, in which case the Transactions would not be permitted to occur under applicable law.

Additionally, the Arrangement Agreement: (i) will terminate if the arrangement does not occur on or before [   ] and (ii) may be terminated prior to the Arrangement Effective Time by the mutual written agreement of all parties to the Arrangement Agreement without further notice to or authorization on the part of the shareholders of Lionsgate or the other parties. In the event of any termination of the Arrangement Agreement prior to the Arrangement Effective Time, the Arrangement Agreement will become void and of no further force or effect and no party thereto (nor any of its representatives, as defined therein) will have any liability or further obligation to the other parties thereto by reason of the Arrangement Agreement. After the Arrangement Effective Time, the Arrangement Agreement may not be terminated except by mutual written agreement of all parties to the Arrangement Agreement and as approved by the BC Court, or as otherwise required by applicable law. Lionsgate and LG Studios will have discretion, upon mutual written agreement and subject to the provisions of the Interim Orders, the Final Order and the Plan of Arrangement, before the Arrangement Effective Time, to amend, modify or supplement the Arrangement Agreement without further notice to or approval by the Lionsgate shareholders or LG Studios shareholders. Under the Arrangement Agreement, Lionsgate and LG Studios will jointly determine the Arrangement Effective Time in a notice to New Lionsgate, or, if no such notice is given, the Arrangement Effective Time will be 2:30 p.m. Pacific time on the Arrangement Effective Date.

The process of completing the proposed Transactions has been and is expected to continue to be time-consuming and involves significant costs and expenses. The costs of the Transactions may be significantly higher than what Lionsgate currently anticipates and may not yield a discernible benefit if the Transactions are not completed or are not well executed, or the expected benefits of the Transactions are not realized. Executing the proposed Transactions will also require significant amounts of Lionsgate’s management’s time and effort, which

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may divert management’s attention from operating and growing Lionsgate’s businesses. In addition, if the Transactions are abandoned, not completed, or delayed or if the expected benefits of the Transactions are not realized, there may be a negative impact on the market price of LGEC common shares, LG Studios common shares, New Lionsgate new common shares and/or Starz common shares, as applicable.

Starz, New Lionsgate and their respective shareholders could suffer material adverse tax consequences as a result of the Transactions.

There can be no assurance that the New Lionsgate new common shares will be qualified investments for purposes of the Canadian Tax Act. New Lionsgate will endeavor to ensure that the New Lionsgate new common shares are qualified investments for Registered Plans. However, no assurance can be given in this regard. The Canadian Tax Act imposes penalties for the acquisition or holding of non-qualified investments by Registered Plans.

The transactions contemplated by the arrangement may give rise to tax for holders of LGEC common shares who are resident in Canada for the purposes of the Canadian Tax Act or for holders of LGEC common shares non-residents of Canada and to whom such shares constitute “taxable Canadian property.”

Certain of the anticipated tax consequences to Starz and its affiliates and to New Lionsgate are based on valuations of the LG Studios Business and the Starz Business. In the event that such valuations are successfully challenged by one or more relevant taxing authorities, it is possible that Starz, certain of its affiliates and/or New Lionsgate could suffer material adverse tax consequences.

After the Transactions, actual or potential conflicts of interest may develop between the management and directors of Starz, on the one hand, and the management and directors of New Lionsgate, on the other hand.

After the Transactions, the management and directors of New Lionsgate and Starz may own both Starz common shares and New Lionsgate new common shares. This ownership overlap could create, or appear to create, potential conflicts of interest when New Lionsgate’s and Starz’s respective directors and executive officers face decisions that could have different implications for New Lionsgate and Starz. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between New Lionsgate and Starz regarding terms of the agreements governing the Transactions and the relationship between New Lionsgate and Starz thereafter, including the Arrangement Agreement, the Separation Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement or any commercial agreements between the parties or their affiliates. Potential conflicts of interest could also arise if New Lionsgate and Starz enter into any commercial arrangements in the future.

The executive officers and directors of Lionsgate and the executive officers and directors of LG Studios have interests in the Transactions that may be different from, or in addition to, the interests of Lionsgate’s shareholders and LG Studios’ shareholders.

When considering the recommendation of the Lionsgate Board that Lionsgate’s shareholders approve the Lionsgate Transactions Proposal and the recommendation of the LG Studios Board that LG Studios’ shareholders approve the LG Studios Reorganization Proposal, shareholders should be aware that certain directors and executive officers of Lionsgate and directors and executive officers of LG Studios have certain interests in the Transactions that may be different from, or in addition to, the interests of such shareholders. The Lionsgate Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that Lionsgate’s shareholders approve the Lionsgate Transactions Proposal. The LG Studios Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that LG Studios’ shareholders approve the LG Studios Reorganization Proposal. See “The Transactions—Interests of Lionsgate’s Directors and Officers in the Transactions” and “The Transactions—Interests of LG Studios’ Directors and Officers in the Transactions” for a more detailed description of these interests.

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The allocation of intellectual property rights between Starz and New Lionsgate as part of the Transactions could adversely affect New Lionsgate’s and/or Starz’s competitive positions and/or ability to develop and commercialize certain content and services.

In connection with the Transactions, New Lionsgate and Starz will enter into commercial agreements governing, among other things, the allocation of intellectual property rights related to their respective businesses. The allocation of intellectual property rights between the two parties may also impose limitations on New Lionsgate’s and/or Starz’s ability to fully develop and commercialize certain content, brands and services. For example, although Starz generally has secured long-term licenses for its current and library originals that were greenlit prior to the Transactions from Lionsgate, Starz does not own the intellectual property rights for most of such shows because they were allocated to Lionsgate. However, as part of such original programming license agreements, Starz typically has rights of first negotiation/first refusal for periods that extend beyond the initial run of the programs to acquire exclusive rights to any television derivative or spinoff of such programs. Additionally, Starz generally owns or co-owns the intellectual property rights to most of its current development slate and expects to own or co-own most of its originals following the Transactions.

Risks Related to New Lionsgate New Common Shares and Starz Common Shares

Neither New Lionsgate nor Starz can be certain that an active trading market for its common shares will develop or be sustained after the Transactions, and following the completion of the Transactions, its share price may fluctuate significantly.

A public market for New Lionsgate new common shares and Starz common shares does not currently exist. New Lionsgate and Starz anticipate that trading of their common shares will begin on the first trading day after the Arrangement Effective Time. However, neither New Lionsgate nor Starz can guarantee that an active trading market for their common shares will develop or be sustained after the Transactions, nor can New Lionsgate and Starz predict the prices at which their common shares may trade after the Transactions. Similarly, New Lionsgate and Starz cannot predict whether the combined market value of the New Lionsgate new common shares and Starz common shares will be less than, equal to or greater than the market value of LGEC Class A shares and LGEC Class B shares, respectively, prior to the Transactions, or whether the market value of the New Lionsgate new common shares will be less than, equal to or greater than the market value of LG Studios common shares prior to the Transactions.

The market price of New Lionsgate new common shares and Starz common shares may decline or fluctuate significantly due to a number of factors, many of which may be beyond New Lionsgate’s and Starz’s control, including:

• the limited trading history of the New Lionsgate new common shares and Starz common shares, as applicable;

• actual or anticipated fluctuations in New Lionsgate’s or Starz’s operating results, as applicable, and the expectations of securities analysts, investors and the financial community with respect thereto;

• actual or anticipated fluctuations in operating revenues derived from New Lionsgate’s or Starz’s core business, as applicable;

• the gain or loss of significant customers;

• changes in management;

• changes in financial estimates and recommendations by securities analysts;

• announcements of developments affecting New Lionsgate’s or Starz’s business or systems or expansion plans by New Lionsgate or Starz or others;

• the amount of short interest in New Lionsgate new common shares and Starz common shares, as applicable;

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• the operating and share price performance of comparable companies; and

• changes in the regulatory and legal environment under which New Lionsgate or Starz, as applicable, operate.

New Lionsgate and Starz do not expect to pay any cash dividends for the foreseeable future.

Each of New Lionsgate and Starz currently intends to retain future earnings to finance and grow their business. As a result, New Lionsgate and Starz do not expect to pay any cash dividends for the foreseeable future. All decisions regarding the payment of dividends by New Lionsgate and Starz will be made in the sole discretion of the New Lionsgate Board and the Starz Board, respectively, from time to time in accordance with applicable law. There can be no assurance that New Lionsgate and Starz will have sufficient surplus under applicable law to be able to pay any dividends at any time in the future. This may result from extraordinary cash expenses, actual costs exceeding contemplated costs, funding of capital expenditures or increases in reserves. If New Lionsgate or Starz, as applicable, do not pay dividends, the price of the New Lionsgate new common shares or Starz common shares, as applicable, that you receive in the Transactions must appreciate for you to receive a gain on your investment. This appreciation may not occur. Further, you may have to sell some or all of your New Lionsgate new common shares and/or Starz common shares in order to generate cash flow from your investment.

Your percentage ownership in New Lionsgate and Starz may be diluted in the future.

In the future, your percentage ownership in New Lionsgate and Starz may be diluted because of equity awards that New Lionsgate and Starz grant to New Lionsgate’s and Starz’s respective directors, officers and employees or otherwise as a result of equity issuances for acquisitions, strategic transactions or capital market transactions. New Lionsgate’s employees and former employees of Lionsgate (regardless of the division in which such former employees served) will receive an equity award for New Lionsgate new common shares after the Transactions as a result of conversion of their Lionsgate equity awards to New Lionsgate equity awards. Lionsgate employees working for the Starz Business will receive an equity award for Starz common shares after the Transactions as a result of conversion of their unvested Lionsgate equity awards to Starz equity awards. Each of New Lionsgate and Starz anticipate that, in normal course, its respective compensation committees will grant additional stock-based awards to its employees after the Transactions. Such awards will have a dilutive effect on the earnings per share of New Lionsgate or Starz, as applicable, which could adversely affect the market price of the New Lionsgate new common shares or Starz common shares, respectively. For more detailed description of the treatment of the Lionsgate equity awards in connection with the Transactions, see “The Transactions—Treatment of Lionsgate Equity Awards.”

In addition, each of New Lionsgate’s and Starz’s articles of association following the completion of the Transactions, which we refer to as the “New Lionsgate Articles” and the “Starz Articles” respectively, allow for the issuance of one or more classes or series of preferred shares that have powers, preferences and/or other special rights, including preferences over the New Lionsgate new common shares or Starz common shares, as applicable, with respect to dividends and distributions. The terms of such preferred shares could dilute the voting power or reduce the value of the New Lionsgate new common shares or Starz common shares, as applicable. Similarly, the repurchase or redemption rights or liquidation preferences that each of New Lionsgate and Starz could assign to holders of preferred shares could affect the residual value of the New Lionsgate new common shares or Starz common shares, as applicable. For additional information, see “Description of New Lionsgate Capital Stock” and “Description of Starz Capital Stock.”

If securities or industry analysts do not publish research or publish misleading or unfavorable research about New Lionsgate’s or Starz’s business, New Lionsgate’s or Starz’s share price and/or trading volume, as applicable, could decline.

The trading markets for the New Lionsgate new common shares and Starz common shares will depend in part on the research and reports that securities or industry analysts publish about New Lionsgate or its business,

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or Starz or its business, as applicable. Each of New Lionsgate and Starz do not currently have and may never obtain separate research coverage for its common shares. If there is no research coverage, the New Lionsgate new common shares or the Starz common shares, as applicable, may be negatively impacted. If New Lionsgate or Starz, as applicable, obtains research coverage for its common shares and if one or more of the analysts downgrades the New Lionsgate new common shares or the Starz common shares, as applicable, or publishes unfavorable research about New Lionsgate’s business or Starz’s business, as applicable, the share price of the New Lionsgate new common shares or Starz common shares, as applicable, may decline. If one or more of the analysts cease coverage of the New Lionsgate new common shares or Starz common shares, as applicable, or fail to publish reports on it regularly, demand for the New Lionsgate new common shares or Starz common shares, as applicable, could decrease, which could cause the price or trading volume of the New Lionsgate new common shares or the Starz common shares, as applicable, to decline.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus includes and incorporates by reference “forward-looking statements” within the meaning of the securities laws. All statements that are not historical facts are “forward-looking statements.” The words “estimate,” “projects,” “intend,” “expect,” “believe,” “anticipate,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning, and statements concerning strategy, identify forward-looking statements. These forward-looking statements include, among others, statements regarding future financial performance, anticipated trends, and prospects in the markets and industries in which Lionsgate, New Lionsgate, LG Studios, and Starz operate, business prospects and strategies, including the completion of the Transactions, and anticipated financial position, liquidity, and capital needs, in each case relating to Lionsgate, New Lionsgate, LG Studios, and Starz, as applicable. For those statements, Lionsgate, New Lionsgate, LG Studios, and Starz each claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are estimates and projections reflecting judgments and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Although Lionsgate and LG Studios believe that the estimates and projections reflected in the forward-looking statements are reasonable, these expectations may prove to be incorrect. Other unknown or unpredictable factors also could have material adverse effects on Lionsgate’s, LG Studios’, New Lionsgate’s and Starz’s future results, performance or achievements. When considering forward-looking statements, you should keep in mind the factors described under the caption “Risk Factors.” Important factors, some of which are described under the caption “Risk Factors,” that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, among others:

• Weakness in the global economy and financial markets, including a recession.

• Competitive factors that could adversely affect New Lionsgate’s or Starz’s respective operations, including new product or service introductions and technologies by its current or future competitors, consolidation or strategic alliances among media companies, and/or distributors to improve their competitive position or develop new models for the delivery of entertainment, increased pricing pressure due to the impact of low-cost content providers or new entrants into its markets.

• The adverse financial impact resulting from unfavorable changes in foreign currency exchange rates.

• Regional, national and foreign economic factors, including inflation, deflation, and fluctuations in interest rates, and their potential effect on the operating performance or New Lionsgate or Starz, as applicable.

• Security breaches of New Lionsgate’s or Starz’s respective information systems, which could impair its ability to conduct business, compromise sensitive information of Lionsgate, New Lionsgate, Starz or their respective customers and other business partners, and result in actions by regulatory bodies or civil litigation.

• The impact of business combinations or divestitures, including any volatility in earnings relating to acquisition-related costs, and New Lionsgate’s and Starz’s respective ability to successfully integrate any business it may acquire.

• Conditions in international markets, including social and political conditions, civil unrest, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, tariffs and other protectionist measures, difficulties in protecting and enforcing its intellectual property rights and governmental expropriation of assets. New Lionsgate’s and Starz’s respective international operations also increase its compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws, as well as regulatory and privacy laws.

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• Natural disasters, global pandemics, wars (such as Russia’s invasion of Ukraine), terrorism, labor disruptions or strikes, and international conflicts that could cause significant economic disruption and political and social instability, resulting in decreased demand for New Lionsgate’s or Starz’s respective services or adversely affect New Lionsgate’s or Starz’s respective content procurement and distribution capabilities.

• Pending and potential future litigation or other proceedings asserting, including and/or subpoenas seeking information with respect to, alleged violations of law and/or regulation, including the 5.500% Notes, and the availability or collectability of insurance relating to any such claims.

• New or changing laws and regulations affecting domestic and foreign operations, or changes in enforcement practices, including laws relating to trade, monetary and fiscal policies or taxation (including tax reforms that could adversely impact multinational corporations).

• Issuance of new or revised accounting standards by the Financial Accounting Standards Board or the SEC.

• The expected benefits and timing of the Transactions, and the risk that conditions to the Transactions will not be satisfied and/or that the Transactions will not be completed within the expected time frame, on the expected terms or at all.

• The possibility that any consents or approvals required in connection with the Transactions will not be received or obtained within the expected time frame, on the expected terms or at all.

• Expected financing transactions undertaken in connection with the Transactions and risks associated with additional indebtedness.

• The risk that dissynergy costs, costs of restructuring transactions and other costs incurred in connection with the Transactions will exceed estimates.

• The impact of the Transactions on the LG Studios Business and the Starz Business and the risk that the Transactions may be more difficult, time-consuming or costly than expected, including the impact on New Lionsgate’s or Starz’s respective resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

• Other risks and uncertainties discussed in this joint proxy statement/prospectus and other reports that Lionsgate and LG Studios have filed, or Lionsgate, LG Studios, New Lionsgate or Starz may file, with the SEC.

Each of Lionsgate and LG Studios believes these forward-looking statements are reasonable. However, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. The above list of factors is not exhaustive or necessarily in order of importance. None of Lionsgate, LG Studios, New Lionsgate or Starz is under any obligation, and none of Lionsgate, LG Studios, New Lionsgate or Starz intends, to make publicly available any update or other revisions to any of the forward-looking statements contained in this joint proxy statement/prospectus to reflect circumstances existing after the date of this joint proxy statement/prospectus or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized, except as required by law.

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THE PARTIES TO THE TRANSACTIONS

Lionsgate

Lionsgate was incorporated under the Canada Business Corporations Act with the name 3369382 Canada Limited on April 28, 1997, amended its articles on July 3, 1997 to change its name to Lions Gate Entertainment Corp., and continued under the BC Act on September 24, 1997. Lionsgate’s corporate office address is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8. Lionsgate’s principal executive offices are located at 2700 Colorado Avenue, Santa Monica, California, 90404.

LGEC Class A shares currently trade on the New York Stock Exchange under the ticker symbol “LGF.A” and LGEC Class B shares currently trade on the New York Stock Exchange under the ticker symbol “LGF.B”.

New Lionsgate

New Lionsgate is a newly formed entity incorporated under the laws of the Province of British Columbia and is a direct, wholly owned subsidiary of Lionsgate. Following the completion of the Transactions, New Lionsgate will hold the LG Studios Business.

New Lionsgate was incorporated under the BC Act using the name Lionsgate Studios Holding Corp. on October 2, 2024. New Lionsgate’s head office address is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8.

The New Lionsgate new common shares are expected to trade under the symbol “LION” on the New York Stock Exchange after the Transactions.

LG Studios

LG Studios is a leading standalone, pure play, publicly-traded content company. 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 its bold and entrepreneurial culture.

LG Studios was incorporated under Cayman Islands law as a blank check company, SEAC II Corp. (its predecessor in interest) on November 3, 2021, and amended its articles on May 13, 2024 to change its name to Lionsgate Studios Corp. On May 13, 2024, Lionsgate consummated a business combination resulting in LG Studios becoming a publicly-traded company and majority-owned subsidiary of Lionsgate. Prior to the consummation of the business combination, LG Studios effected a deregistration pursuant to and in accordance with Sections 206 through 209 of the Cayman Islands Companies Act (as revised) and a continuation and domestication as a British Columbia company in accordance with the BC Act.

As of May 14, 2024, LG Studios common shares trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LION.”

Starz

Starz Networks is a leading provider of premium subscription video programming to consumers in the U.S. and Canada, offering thousands of titles to its subscribers including its critically-acclaimed and award-winning scripted original series. Starz sells its services on a direct-to-consumer basis and through various distributors, including over-the-top providers (such as Amazon, Apple, Google and Hulu) and multichannel video programming distributors (such as Comcast, Charter, DIRECTV and DISH Network). Launching in April 2016, Starz was among the first standalone over-the-top services offering premium video programming. Starz’s over-the-top service is consistently among the top dozen most subscribed video subscription services in the U.S.

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Starz’s flagship premium service STARZ had 20.15 million subscribers as of September 30, 2024 (total North America not including subscribers who receive programming free as part of a promotional offer). Starz offers premium original series and recently released and library movies without advertisements. Starz’s other services, STARZ ENCORE and MOVIEPLEX, offer theatrical and independent library movies as well as original and classic television series also without advertisements. Starz’s services include a stand-alone, direct-to-consumer app, 17 linear networks, and on-demand and online viewing platforms, Starz’s app and online viewing platforms offer thousands of hours of monthly movies and series episodes from studio partners, including first-run content, along with a growing line-up of successful original programming. Starz’s services are offered directly to consumers via the STARZ app and via Starz’s website at www.starz.com as well as through Starz’s retail partners (such as Apple and Google) for a recurring fee, or by Starz’s distributors to their subscribers either at a recurring price as part of a programming tier, package or bundle with other products or services, or on an a la carte basis.

Starz is a subsidiary of Lionsgate that was incorporated under Delaware law on August 10, 2006 as Starz, LLC, and acquired by Lionsgate on December 8, 2016. Following the completion of the Transactions, the Starz Business will be held by current Lionsgate under a new name, Starz Entertainment Corp., which will continue to be owned by LGEC shareholders as of immediately before the Transactions and operated through the same wholly owned subsidiaries of current Lionsgate. Starz’s head office address is located at 1647 Stewart Street, Santa Monica, CA 90404.

The Starz common shares are expected to trade under the symbol “STRZ” on The Nasdaq Stock Market LLC after the Transactions.

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THE LIONSGATE ANNUAL GENERAL AND SPECIAL MEETING

This joint proxy statement/prospectus is being furnished to LGEC shareholders for use at an Lionsgate Annual General and Special Meeting and any adjournments or postponements thereof.

Date, Time and Place of the Lionsgate Annual General and Special Meeting

Lionsgate will hold the Lionsgate Annual General and Special Meeting at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8, on [ ], at [ ], Pacific Time.

Purpose of the Lionsgate Annual General and Special Meeting

At the Lionsgate Annual General and Special Meeting, LGEC shareholders will be asked to vote upon the following matters outlined in the notice of the Lionsgate Annual General and Special Meeting:

1. Consider, pursuant to the LGEC Interim Order and, if deemed advisable, approve, with or without variation, a special resolution of the holders of LGEC Class A shares, and a special resolution of the holders of LGEC Class B shares (these identical resolutions the “LGEC Arrangement Resolution”), adopting, for the holders of LGEC Class A shares, and for the holders of LGEC Class B shares, a statutory Plan of Arrangement pursuant to Section 288 of the BC among Lionsgate, the shareholders of Lionsgate, LG Studios, the shareholders of LG Studios, and New Lionsgate, pursuant to which, among other things, (a) New Lionsgate will be separated from Lionsgate and hold the LG Studios Business, (b) Starz (formerly LGEC) will hold the Starz Business, (c) LGEC shareholders will receive a number of New Lionsgate new common shares equal to [   ] and all of the issued and outstanding shares of Starz and (d) LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [   ], which LGEC Arrangement Resolution, to be effective, must be passed by an affirmative vote of (i) at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting (the “Lionsgate Transactions Proposal”);

2. Approve on a non-binding advisory basis, by ordinary resolution, the governance provisions contained in the notice of articles and articles of Lionsgate (the “Lionsgate Articles”) to be adopted at the Arrangement Effective Time of the Plan of Arrangement (the “Arrangement Effective Time”), the form of which is attached hereto as Annex J (the “Starz Articles”), that materially affect the rights of LGEC shareholders, presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance (the “LGEC Advisory Organizational Documents Proposals” or “Proposal No. 2”). Proposal No. 2 is separated into sub-proposals as described in “Proposal No. 2 — The Advisory Organizational Documents Proposals”;

3. Elect 12 directors as listed in the joint proxy statement/prospectus accompanying this notice to serve on the Lionsgate Board of Directors each for a term of one year or until their resignation, removal, replacement in connection with the Transactions, and their respective successors are duly elected or appointed;

4. Reappoint Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2025 and authorize the Audit & Risk Committee of the Lionsgate Board to fix its remuneration;

5. Conduct a non-binding advisory vote to approve executive compensation;

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6. Approve the assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the New Lionsgate 2025 Plan;

7. Approve the Starz 2025 Plan; and

8. Approve on a non-binding advisory basis, by special resolution, the Reverse Stock Split.

The Lionsgate Board does not know of any other matters that may be presented for action at the Lionsgate Annual General and Special Meeting. Should any other business come before the Lionsgate Annual General and Special Meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with the recommendation of the Lionsgate Board or, if no recommendation is given, in accordance with their best judgment.

Lionsgate Record Date; Outstanding Shares; Shares Entitled to Vote

With respect to all matters other than the Lionsgate Transactions Proposal, only holders of record of LGEC Class A shares as of the Record Date are entitled to receive notice of the Annual General and Special Meeting and to vote their LGEC Class A shares that they held on the Record Date at the Lionsgate Annual General and Special Meeting, or any continuations, adjournments or postponements thereof. Each LGEC Class A share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, there were approximately [    ] LGEC Class A shares issued and outstanding and entitled to vote, which were held by approximately [    ] shareholders of record.

With respect to the Lionsgate Transactions Proposal only, only holders of record of LGEC Class A shares or LGEC Class B shares as of the Record Date are entitled to receive notice of the Lionsgate Annual General and Special Meeting and to vote their LGEC Class A shares or LGEC Class B shares, as applicable, that they held on the Record Date at the Lionsgate Annual General and Special Meeting, or any continuations, adjournments or postponements thereof. Each LGEC Class A share and each LGEC Class B share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, there were approximately [    ] LGEC Class B shares issued and outstanding and entitled to vote, which were held by approximately [    ] shareholders of record.

Holders of LGEC Class B shares are not entitled to vote on the matters to be presented at the Lionsgate Annual General and Special Meeting other than the Lionsgate Transactions Proposal Resolution.

Each shareholder of record has the right to appoint a person or company to represent such shareholder to vote in person at the Lionsgate Annual General and Special Meeting other than the persons designated in the form of proxy. See “—Voting of Proxies” and “—Voting in Person” below.

Quorum

A quorum is necessary to hold a valid meeting of LGEC shareholders. The quorum for the Lionsgate Annual General and Special Meeting is two (2) persons who are, or who represent by proxy, registered shareholders who, in the aggregate, hold at least 10% of the issued LGEC common shares entitled to be voted at the Lionsgate Annual General and Special Meeting.

Abstentions will be included in determining the number of shares present at the Lionsgate Annual General and Special Meeting for the purpose of determining the presence of a quorum. Broker non-votes, if any, will also be counted in determining the number of shares present at the Lionsgate Annual General and Special Meeting for the purpose of determining the presence of a quorum, because it is expected that at least one proposal to be voted on at the Lionsgate Annual General and Special Meeting will be a “routine” matter.

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Share Ownership of Management

As of the Record Date, the directors and executive officers of Lionsgate and their affiliates collectively owned [    ] LGEC Class A shares, or approximately [    ]% of the outstanding LGEC Class A shares, and [    ] LGEC Class B shares, or approximately [    ]% of the outstanding LGEC Class B shares.

Dividends

Lionsgate has not, within the last three most recently completed financial years or current financial year, declared or paid any dividends or distributions on LGEC Class A shares or LGEC Class B shares.

Voting of Proxies

Whether you are a shareholder of record or a “non-registered” shareholder, you may direct how your LGEC Class A shares or LGEC Class B shares, as applicable, are voted without attending the Lionsgate Annual General and Special Meeting.

If you are a shareholder of record, you may submit a proxy to authorize how your shares are to be voted at the Lionsgate Annual General and Special Meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint proxy statement/prospectus. If you are a “non-registered” shareholder, you may also submit your voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of Lionsgate. If you are a shareholder of record, your proxy must be received by telephone or the Internet by [ ] (Eastern Time) on [ ] in order for your shares to be voted at the Lionsgate Annual General and Special Meeting. If you are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the Lionsgate Annual General and Special Meeting, although “non-registered” shareholders must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the Lionsgate Annual General and Special Meeting.

How to Revoke Your Proxy

If you are a shareholder of record, even after you have submitted your proxy, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “Voting of Proxies” (your latest-received voting instructions will be followed). If you are a “non-registered” shareholder, you should contact your intermediary to find out how to change or revoke your voting instructions within the time described above under “Voting of Proxies.” If you are a shareholder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the Lionsgate Annual General and Special Meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the chair of the Lionsgate Annual General and Special Meeting at the meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the Lionsgate Annual General and Special Meeting in person and so request, although attendance at the Lionsgate Annual General and Special Meeting will not by itself revoke a previously granted proxy.

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Voting in Person

If you are a shareholder of record of LGEC Class A shares, you have the right to vote in person at the Lionsgate Annual General and Special Meeting. If you are a holder of record of LGEC Class B shares, you have the right to vote in person, solely with respect to the Lionsgate Transactions Proposal, at the Lionsgate Annual General and Special Meeting.

If you choose to do so, you can vote using the ballot that will be provided at the Lionsgate Annual General and Special Meeting, or, if you requested and received printed copies of this joint proxy statement/prospectus and related meeting materials by mail, you can complete, sign and date the proxy card enclosed with this joint proxy statement/prospectus you received and submit it at the Lionsgate Annual General and Special Meeting. If you are a “non-registered” shareholder, you may not vote your shares in person at the Lionsgate Annual General and Special Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote LGEC Class A shares or LGEC Class B shares (solely with respect to the Lionsgate Transactions Proposal) at the Lionsgate Annual General and Special Meeting.

Even if you plan to attend the Lionsgate Annual General and Special Meeting, Lionsgate recommends that you submit your proxy or voting instructions in advance of the Lionsgate Annual General and Special Meeting as described in this joint proxy statement/prospectus, so that your vote will be counted if you later decide not to attend the Lionsgate Annual General and Special Meeting.

At the Lionsgate Annual General and Special Meeting, a representative from Broadridge shall be appointed to act as scrutineer. The scrutineer will determine the number of LGEC common shares represented at the Lionsgate Annual General and Special Meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to Lionsgate.

Abstentions and Broker Non-Votes

Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. Broker non-votes, if any, will also be counted in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum, because it is expected that at least one proposal to be voted on at the Lionsgate Annual General and Special Meeting will be a “routine” matter. A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions.

Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of outstanding shares or the number of shares present at the annual meeting and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting. Accordingly, an abstention will not have any impact on any of the proposals to be voted on at the Lionsgate Annual General and Special Meeting.

Shares represented by broker non-votes will have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting. Accordingly, a broker non-vote will have no effect with respect to the proposals submitted for consideration at the Lionsgate Annual General and Special Meeting.

Required Votes

• Proposal No. 1: Approval of the Lionsgate Transactions Proposal requires (i) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class A shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class and (ii) the affirmative vote of the holders of at

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least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class B shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class.

Note that if your LGEC Class A shares or LGEC Class B shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on the Lionsgate Transactions Proposal unless you provide instructions to him or her regarding how you would like your shares to be voted.

For purposes of determining the number of votes cast, only LGEC Class A shares or LGEC Class B shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and have no effect on the outcome of the Proposal No. 1.

Consummation of the Transactions is conditioned on both the approval of the Lionsgate Transactions Proposal at the Lionsgate Annual and General Special Meeting and the approval of the LG Studios Reorganization Proposal at the LG Studios Special Meeting. Accordingly, even if the Lionsgate Transactions Proposal is approved, the Transactions will not be completed unless the LG Studios Reorganization Proposal is also approved (and vice versa).

• Proposal No. 2: The affirmative vote of two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the advisory vote to approve changes to the Lionsgate Articles and that substantially affect LGEC shareholder rights. Regardless of the outcome of the non-binding advisory vote on the Lionsgate Advisory Organizational Documents Proposals, the New Lionsgate Articles will be adopted by New Lionsgate and the Starz Articles will be adopted by Starz, in each case, as part of the Transactions, assuming the approval of the Lionsgate Transactions Proposal and the completion of the Transactions.

Note that if your LGEC Class A shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your LGEC Class A shares on Proposal No. 2 unless you provide instructions to him or her regarding how you would like your LGEC Class A shares to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your LGEC Class A shares on Proposal No. 2, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only LGEC Class A shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 2.

• Proposal No. 3: Directors are elected by plurality, meaning that the 12 nominees receiving the largest number of votes cast by holders of LGEC Class A shares (votes “FOR”) will be elected. Shareholders are able to vote “FOR”, “WITHHELD”, and “ABSTAIN” for each nominee. There is no minimum or maximum number of shares that must be cast for, or withheld from, any candidate nominated for election in order for that nominee to be elected. The 12 nominees receiving the greatest number of “FOR” votes will be eligible to form the Lionsgate Board following the Lionsgate Annual General and Special Meeting. Shareholders are not permitted to cumulate their LGEC Class A shares for purposes of electing directors.

• Proposal No. 4: The affirmative vote of a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and for the holders of LGEC Class A shares to authorize the Audit & Risk Committee of the Lionsgate Board to fix their remuneration.

Note that, because this proposal is considered a routine matter, if your LGEC Class A shares are held by a broker or nominee, such broker or nominee will have authority to exercise his or her discretion to vote your LGEC Class A shares on Proposal No. 4 if you do not provide instructions to him or her regarding how you would like your LGEC Class A shares to be voted.

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For purposes of determining the number of votes cast, only LGEC Class A shares voting “FOR” or “AGAINST” are counted. As such, abstentions are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 4.

• Proposal No. 5: The affirmative vote of a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the advisory vote to approve executive compensation. Notwithstanding the vote required, please be advised that Proposal No. 5 is advisory only and is not binding on Lionsgate. The Lionsgate Board will consider the outcome of the vote of this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders.

Note that if your LGEC Class A shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your LGEC Class A shares on Proposal No. 5 unless you provide instructions to him or her regarding how you would like your LGEC Class A shares to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your LGEC Class A shares on Proposal No. 5, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only LGEC Class A shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 5.

• Proposal No. 6: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for approval of assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as amended and restated as the New Lionsgate 2025 Plan. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 6.

For purposes of determining the number of votes cast, only LGEC Class A shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 6.

• Proposal No. 7: The affirmative vote of at least a majority of the votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for approval of the Starz 2025 Plan. LGEC Class A shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 7.

For purposes of determining the number of votes cast, only LGEC Class A shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 7.

• Proposal No. 8: Approval of the Reverse Stock Split requires (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of the LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting. Regardless of the outcome of the non-binding advisory vote on the Reverse Stock Split, the Reverse Stock Split will be adopted by Starz, as part of the Transactions, assuming the approval of the Lionsgate Transactions Proposal and the completion of the Transactions. LGEC Class A shares and LGEC Class B shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 8.

For purposes of determining the number of votes cast, only LGEC Class A shares and LGEC Class B shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 8.

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Adjournments

The Lionsgate Annual General and Special Meeting may be adjourned or postponed from time to time by Lionsgate in accordance with the terms of Lionsgate’s Articles and the Arrangement Agreement, subject to the LGEC Interim Order.

If a quorum is not present within one-half hour from the time set for holding the Lionsgate Annual General and Special Meeting, the meeting stands adjourned to the same day in the next week at the same time and place. If, at the re-convened Lionsgate Annual General and Special Meeting, a quorum is not present within one-half hour from the time set for holding the meeting, the person(s) present and being, or representing by proxy, one or more Lionsgate shareholders entitled to attend and vote at the meeting constitute a quorum.

The chair of the Lionsgate Annual General and Special Meeting may, in its discretion, and if directed by the Lionsgate shareholders at the meeting must, adjourn the meeting from time to time and from place to place. No business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

The Arrangement Agreement provides that Lionsgate may adjourn, postpone or cancel the Lionsgate Annual General and Special Meeting for any reason, including as required for quorum purposes (in which case the Lionsgate Annual General and Special Meeting may be adjourned and not cancelled).    

If the Lionsgate Annual General and Special Meeting is adjourned for less than 30 days, it is not necessary to give the Lionsgate shareholders notice of the adjourned meeting or the business to be transacted at an adjourned meeting. If the Lionsgate Annual General and Special Meeting is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting must be given to the Lionsgate shareholders as for an original meeting.

The record date for Lionsgate shareholders entitled to notice of and to vote at the Lionsgate Annual General and Special Meeting will not change in respect of any adjournment(s) or postponement(s) of the Lionsgate Annual General and Special Meeting unless notice must be given to the Lionsgate shareholders as for an original meeting. Proxies submitted for the Lionsgate Annual General and Special Meeting will be, unless otherwise revoked, valid for adjournment(s) or postponement(s) of the Lionsgate Annual General and Special Meeting.

Proxy Solicitation

Lionsgate will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing the notice of Lionsgate Annual General and Special Meeting, this joint proxy statement/prospectus and related meeting materials. In addition to the use of mail, Lionsgate’s employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. Lionsgate’s employees will receive no compensation for soliciting proxies other than their regular salaries. Lionsgate may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of this joint proxy statement/prospectus and related meeting materials to their principals and to request authority for the execution of proxies, and Lionsgate will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. Lionsgate will compensate only independent third-party agents that are not affiliated with Lionsgate but who solicit proxies. Lionsgate has retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of this joint proxy statement/prospectus and related materials and solicitation of proxies on its behalf for an estimated fee of $[    ] plus reimbursement of certain out-of-pocket expenses.

Interest of Certain Persons or Companies in Matters to Be Acted Upon

No person who has been a director or executive officer of Lionsgate at any time since the commencement of Lionsgate’s last completed financial year and no associate or affiliate of the foregoing persons has any material

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interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Lionsgate Annual General and Special Meeting other than the election of directors or the appointment of auditors, except as disclosed in this joint proxy statement/prospectus with respect to the Lionsgate Transactions Proposal (see “Risk Factors—Risks Related to the Transactions—The executive officers and directors of Lionsgate and the executive officers and directors of LG Studios have interests in the Transactions that may be different from, or in addition to, the interests of Lionsgate’s shareholders and LG Studios’ shareholders” and “The Transactions—Interests of Lionsgate Directors and Officers in the Transactions” for a more detailed description of these interests); and except that directors and executive officers have an interest in the resolution regarding the approval of the New Lionsgate 2025 Plan and Starz 2025 Plan, as such persons may be eligible to participate in the New Lionsgate 2025 Plan and Starz 2025 Plan as directors and executive officers of New Lionsgate or Starz, respectively. Directors and executive officers of Lionsgate may have interests in the Lionsgate Transactions Proposal that differ from, or are in addition to, your interests, including as a result of any beneficial ownership of LGEC Class A shares and LGEC Class B shares, and any New Lionsgate new common shares and Starz common shares they may receive in connection with the Lionsgate Transactions Proposal. You should take these interests into account in considering whether to approve the proposals set forth in this joint proxy statement/prospectus to be voted on at the Lionsgate Annual General and Special Meeting. Information about beneficial ownership of LGEC Class A shares and LGEC Class B shares by the directors and executive officers of Lionsgate is described in more detail under the heading “Share Ownership of Management.”

Interest of Informed Persons in Material Transactions

Other than as set out elsewhere in the joint proxy statement/prospectus, no informed person of Lionsgate, no proposed nominee for election as a director of Lionsgate and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of Lionsgate’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect Lionsgate or any of its subsidiaries. An “informed person” is defined as (a) a director or executive officer of Lionsgate; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of Lionsgate; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of Lionsgate or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of Lionsgate other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) Lionsgate that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. The Lionsgate directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their ownership in LGEC Class A shares and LGEC Class B shares, their eligibility to participate in the New Lionsgate 2025 Plan and the Starz 2025 Plan as directors and executive officers of New Lionsgate or Starz, respectively, or as otherwise described in the section entitled “The Transactions—Interests of Lionsgate’s Directors and Officers in the Transactions.”

Proposal No. 1: The Lionsgate Transactions Proposal

Lionsgate is proposing that holders of LGEC Class A shares and LGEC Class B shares approve the Plan of Arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia), pursuant to which the Transactions will be completed. LGEC shareholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the Arrangement Agreement, the form of which is attached as Annex D to this proxy statement/prospectus statement. For additional information regarding the Transactions, the arrangement and a summary of certain terms of the Arrangement Agreement, please see the sections of this proxy statement/prospectus entitled “The Transactions” and “Risk Factors—Risks Related to the Transactions.” You are urged to read carefully the Arrangement Agreement, the Separation Agreement and the other separation-related agreements in their entirety before voting on this proposal.

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Vote Required for Approval

Approval of the Lionsgate Transactions Proposal requires (i) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class A shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast with respect to LGEC Class B shares that were present or represented by proxy at the Lionsgate Annual General and Special Meeting in respect of the Lionsgate Transactions Proposal, voting as a separate class. LGEC Class A shares and LGEC Class B shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will not have an effect on the outcome of Proposal No. 1.

THE LIONSGATE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE LIONSGATE TRANSACTIONS PROPOSAL.
	FOR

Proposal No. 2: The Lionsgate Advisory Organizational Documents Proposals

Overview

As required by applicable SEC guidance, Lionsgate is requesting that LGEC shareholders consider and vote upon, on a non-binding advisory basis, several governance provisions each of which will be contained in the New Lionsgate Articles and the Starz Articles, respectively, if the Transactions are completed and that substantially affect LGEC shareholder rights. Consistent with SEC guidance, Lionsgate is submitting these proposals to its shareholders for approval to give shareholders the opportunity to present their separate views on governance provisions. Regardless of the outcome of the non-binding advisory vote on the Lionsgate Advisory Organizational Documents Proposals, the New Lionsgate Articles and the Starz Articles will take effect at the Arrangement Effective Time, assuming the Lionsgate Transactions Proposal is approved and the Transactions are completed. In the Arrangement Agreement, Lionsgate, LG Studios, New Lionsgate and Starz have agreed that, at the Closing, New Lionsgate will amend its existing articles to be substantially in the form set forth as Annex H to this proxy statement/prospectus (the “New Lionsgate Articles”) and Starz will amend its existing articles to be substantially in the form set forth as Annex J to this proxy statement/prospectus (the “Starz Articles”). There are certain differences in the rights of LGEC shareholders prior to the Transactions under the Lionsgate Articles and the rights of New Lionsgate shareholders after the Transactions under the New Lionsgate Articles and in the rights of LGEC shareholders prior to the Transactions under the Lionsgate Articles and the rights of Starz shareholders after the Transactions under the Starz Articles. Before and after the Transactions, a special resolution is required to alter the rights attached to the shares held by LGEC shareholders prior to the Transactions and to alter the rights attached to the shares held by the New Lionsgate shareholders and Starz shareholders after the Transactions. For more information, please see the section entitled “Comparison of Rights of Holders of Lionsgate Securities Before the Transactions with Rights of Holders of New Lionsgate Securities and Starz Securities After the Transactions.”

The following sets forth a summary of the principal proposed changes to be made between the Lionsgate Articles and the New Lionsgate Articles. This summary is qualified by reference to the complete text of the New Lionsgate Articles, the form of which is attached to this proxy statement/prospectus as Annex H and the Starz Articles, the form of which is attached to this proxy statement/prospectus as Annex J. You are encouraged to read the New Lionsgate Articles and the Starz Articles in their entirety for a more complete description of the terms of the New Lionsgate Articles and the Starz Articles, respectively.

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New Lionsgate Articles

Proposal Number	Lionsgate Articles	New Lionsgate Articles
2(a)	Advance Notice for Nomination of Directors
	The Lionsgate Articles do not include advance notice procedures for the nomination of directors. See Article 10.9 of the Lionsgate Articles.	The New Lionsgate Articles include advance notice procedures for shareholder nominations of directors. Shareholders are required to provide written and timely notice of a nomination to the secretary of New Lionsgate prior to the meeting to elect directors. Generally, to be considered timely, the notice must be received at New Lionsgate’s principal executive offices at least 30 days before the meeting. The New Lionsgate Articles specify the form and content of the shareholders’ notice for a nomination and include detailed informational requirements regarding both the shareholder and the nominee.
		See Article [ ] of the New Lionsgate Articles.
2(b)	Number of Directors
	The number of directors of Lionsgate is the greater of three and the most recently determined of: (i) the number of directors set by ordinary resolution of shareholders (whether or not previous notice of the resolution was given); and (ii) the number of directors actually elected or continued in office. See Article 13.1(b) of the Lionsgate Articles.	Immediately following the completion of the Transactions, while New Lionsgate is a public company, the number of directors of New Lionsgate will be the greater of three and the most recently determined of: (i) the number of directors set by the New Lionsgate Board from time to time by a resolution of the directors; and (ii) the number of directors actually elected or continued in office. See Article [ ] of the New Lionsgate Articles.
2(c)	Removal of Casting Vote
	Questions arising at any meeting of directors of Lionsgate are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting shall have a second or casting vote. See Article 17.2 of the Lionsgate Articles.	Questions arising at any meeting of directors of New Lionsgate are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting shall not be entitled to a second or casting vote. See Article [ ] of the New Lionsgate Articles.
2(d)	Remuneration of Auditor
	Under Section 207 of the BC Act, shareholders must, by ordinary resolution, set the remuneration of the auditor.	The New Lionsgate Board may set the remuneration of New Lionsgate’s auditor

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Proposal Number	Lionsgate Articles	New Lionsgate Articles
	Directors may only set the remuneration of the auditor if the shareholders approve the transfer of this power to the directors each year by ordinary resolution of the shareholders.	without obtaining the approval of shareholders by ordinary resolution. See Article [ ] of the New Lionsgate Articles.
2(e)	Change in Authorized Share Capital
	The authorized share capital of Lionsgate consists of shares of the class or classes and series, if any, described in the notice of articles of Lionsgate. The authorized share capital of Lionsgate consists of: (i) 200,000,000 preference shares without par value, (ii) 500,000,000 Class A voting common shares without par value, and (iii) 500,000,000 Class B non-voting common shares without par value.	Immediately following the completion of the Transactions, the authorized share capital of New Lionsgate will consist of shares of the class or classes and series, if any, described in the notice of articles of New Lionsgate. The authorized share capital of New Lionsgate will consist of: (i) 200,000,000 preference shares without par value and (ii) an unlimited number of voting common shares without par value.
	The special rights or restrictions to which the preference shares and common shares	The special rights or restrictions to which the preference shares are subject are further described in the New Lionsgate Articles.
	are subject are further described in the Lionsgate Articles. See Articles 25, 26, and 27 of the Lionsgate Articles.	See Article [ ] of the New Lionsgate Articles.

Starz Articles

Proposal Number	Lionsgate Articles	Starz Articles
2(f)	Advance Notice for Nomination of Directors
	The Lionsgate Articles do not include advance notice procedures for the nomination of directors. See Article 10.9 of the Lionsgate Articles.	The Starz Articles include advance notice procedures for shareholder nominations of directors. Shareholders are required to provide written and timely notice of a nomination to the secretary of Starz prior to the meeting to elect directors. Generally, to be considered timely, the notice must be received at Starz’s principal executive offices at least 30 days before the meeting. The Starz Articles specify the form and content of the shareholders’ notice for a nomination and include detailed informational requirements regarding both the shareholder and the nominee. See Article [ ] of the Starz Articles.
2(g)	Number of Directors
	The number of directors of Lionsgate is the greater of three and the most recently	Immediately following the completion of the Transactions, while Starz is a public

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Proposal Number	Lionsgate Articles	Starz Articles
	determined of: (i) the number of directors set by ordinary resolution of shareholders (whether or not previous notice of the resolution was given); and (ii) the number of directors actually elected or continued in office. See Article 13.1(b) of the Lionsgate Articles.	company, the number of directors of Starz will be the greater of three and the most recently determined of: (i) the number of directors set by the Starz Board from time to time by a resolution of the directors; and (ii) the number of directors actually elected or continued in office. See Article [ ] of the Starz Articles.
2(h)	Removal of Casting Vote
	Questions arising at any meeting of directors of Lionsgate are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting shall have a second or casting vote. See Article 17.2 of the Lionsgate Articles.	Questions arising at any meeting of directors of Starz are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting shall not be entitled to a second or casting vote. See Article [ ] of the Starz Articles.
2(i)	Remuneration of Auditor
	Under Section 207 of the BC Act, shareholders must, by ordinary resolution,	The Starz Board may set the remuneration of Starz’s auditor without
	set the remuneration of the auditor. Directors may only set the remuneration of the auditor if the shareholders approve the transfer of this power to the directors each year by ordinary resolution of the shareholders.	obtaining the approval of shareholders by ordinary resolution. See Article [ ] of the Starz Articles.
2(j)	Change in Authorized Share Capital
	The authorized share capital of Lionsgate consists of shares of the class or classes and series, if any, described in the notice of articles of Lionsgate. The authorized share capital of Lionsgate consists of: (i) 200,000,000 preference shares without par value, (ii) 500,000,000 Class A voting common shares without par value, and (iii) 500,000,000 Class B non-voting common shares without par value. The special rights or restrictions to which the preference shares and common shares are subject are further described in the Lionsgate Articles. See Articles 25, 26, and 27 of the Lionsgate Articles.	Immediately following the completion of the Transactions, the authorized share capital of Starz will consist of shares of the class or classes and series, if any, described in the notice of articles of Starz. The authorized share capital of Starz will consist of: (i) 200,000,000 preference shares without par value and (ii) an unlimited number of voting common shares without par value. The special rights or restrictions to which the preference shares are subject are further described in the Starz Articles. See Article [ ] of the Starz Articles.

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Reasons for the Approval of the Lionsgate Advisory Organizational Documents Proposals

Lionsgate is a British Columbia corporation. The proposed New Lionsgate Articles and Starz Articles are consistent with British Columbia law. Additional reasons for the proposals to be voted on by LGEC shareholders are as follows:

Proposal No. 2(a): Advance Notice for Nomination of Directors for New Lionsgate Articles

The purpose of advance notice provisions for nominations of directors, which are widely used by public companies, is to ensure shareholders have adequate information on candidates nominated for election to a board. This proposal will ensure a structured and transparent nomination process, affording the New Lionsgate Board and New Lionsgate shareholders sufficient time to assess the qualifications of nominees, thereby promoting informed decision-making and mitigating the risk of unexpected or disruptive nominations. Without an advance notice policy, under British Columbia law, shareholders of New Lionsgate would have the ability to nominate persons for election to the board from the floor at meetings called for the election of directors without giving advance notice of the nomination to New Lionsgate or the other shareholders eligible to vote. Advance notice policies are also standard practice in the U.S. and are supported by U.S. proxy advisory firms.

Proposal No. 2(b): Number of Directors for New Lionsgate Articles

The purpose of allowing the New Lionsgate Board to set the number of directors is to enable the board to decrease the number of seats between annual general meetings to address any vacancies, and enables the board to propose and nominate the number of directors that the board, acting in the best interests of New Lionsgate, considers suitable for New Lionsgate at the time. This provides flexibility in governance in between shareholder meetings, allowing the New Lionsgate Board to adapt its composition in response to New Lionsgate’s changing needs, strategic priorities and market conditions.

Proposal No. 2(c): Removal of Casting Vote for New Lionsgate Articles

The purpose of removing a second or casting vote is to ensure that no single individual wields disproportionate influence over board decisions, fostering a more balanced and democratic decision-making process that reflects the collective judgment of the entire New Lionsgate Board. Casting votes are rarely used by public companies and are generally viewed as poor governance by market participants and proxy advisory firms. New Lionsgate is adopting articles in accordance with current practices and aligning with other listed companies.

Proposal No. 2(d): Renumeration of Auditor for New Lionsgate Articles

The purpose of allowing the New Lionsgate Board to set the remuneration of the auditor without requiring shareholder approval by ordinary resolution is to ensure accountability and responsiveness, enabling the board to make timely adjustments based on the evolving needs of New Lionsgate and the auditor’s performance. Prompt and informed decision-making based on a board’s expertise in assessing the auditor’s qualifications and the scope of services can enhance operational efficiency and foster a more effective and transparent auditing process. The BC Act also provides this flexibility, and New Lionsgate is aligning with standard market practice in the U.S.

Proposal No. 2(e): Change in Authorized Share Capital for New Lionsgate Articles

Proposal No. 2(e) asks LGEC shareholders to approve the amendment of the Lionsgate Articles and exchange of the issued and outstanding shares such that, effective as of the Arrangement Effective Time, (i) each LGEC Class A share issued and outstanding immediately prior to the Initial Exchange Effective Time will be automatically exchanged into one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class A Exchange”; and such exchange ratio, the “Initial Class A Exchange Ratio”) and (ii) each LGEC Class B share issued and outstanding immediately prior to the Initial Exchange Effective Time will

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be automatically exchanged into, one (1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share (such exchange, the “Initial Class B Exchange”; and such exchange ratio, the “Initial Class B Exchange Ratio”). Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.” Following the Initial Share Exchange, New Lionsgate will create the New Lionsgate new common shares.

The Lionsgate Board believes that a “one share, one vote” capital structure is in the best interests of New Lionsgate and its shareholders. It strengthens corporate governance by aligning the voting power and economic interests of all shareholders, streamlines New Lionsgate’s capital structure, reduces complexity and potentially makes New Lionsgate more attractive to retail and institutional investors who may be unwilling or unable to invest in dual-class structures. The single-class structure may also appeal to a broader range of investors by providing a more straightforward investment opportunity, enhancing liquidity and, in turn, improving long-term shareholder value. Additionally, a “one share, one vote” capital structure is also supported by U.S. proxy advisory firms.

Proposal No. 2(f): Advance Notice for Nomination of Directors for Starz Articles

The purpose of advance notice provisions for nominations of directors, which are widely used by public companies, is to ensure shareholders have adequate information on candidates nominated for election to a board. This proposal will ensure a structured and transparent nomination process, affording the Starz Board and Starz shareholders sufficient time to assess the qualifications of nominees, thereby promoting informed decision-making and mitigating the risk of unexpected or disruptive nominations. Without an advance notice policy, under British Columbia law, shareholders of Starz would have the ability to nominate persons for election to the board from the floor at meetings called for the election of directors without giving advance notice of the nomination to Starz or the other shareholders eligible to vote. Advance notice policies are also standard practice in the U.S. and are supported by U.S. proxy advisory firms.

Proposal No. 2(g): Number of Directors for Starz Articles

The purpose of allowing the board to set the number of directors is to enable the Starz Board to decrease the number of seats between annual general meetings to address any vacancies, and enables the board to propose and nominate the number of directors that the board, acting in the best interests of Starz, considers suitable for Starz at the time. This provides flexibility in governance in between shareholder meetings, allowing the Starz Board to adapt its composition in response to Starz’s changing needs, strategic priorities and market conditions.

Proposal No. 2(h): Removal of Casting Vote for Starz Articles

The purpose of removing a second or casting vote is to ensure that no single individual wields disproportionate influence over board decisions, fostering a more balanced and democratic decision-making process that reflects the collective judgment of the entire Starz Board. Casting votes are rarely used by public companies and are generally viewed as poor governance by market participants and proxy advisory firms. Starz is adopting articles in accordance with current practices and aligning with other listed companies.

Proposal No. 2(i): Renumeration of Auditor for Starz Articles

The purpose of allowing the Starz Board to set the remuneration of the auditor without requiring shareholder approval by ordinary resolution is to ensure accountability and responsiveness, enabling the board to make timely adjustments based on the evolving needs of Starz and the auditor’s performance. Prompt and informed decision-making based on a board’s expertise in assessing the auditor’s qualifications and the scope of services can enhance operational efficiency and foster a more effective and transparent auditing process. The BC Act also provides this flexibility, and Starz is aligning with standard market practice in the U.S.

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Proposal No. 2(j): Change in Authorized Share Capital for Starz Articles

Proposal No. 2(j) asks LGEC shareholders to approve the amendment of the Lionsgate Articles such that, effective as of the Arrangement Effective Time and following the Initial Share Exchange, LGEC will change its name to Starz Entertainment Corp. and create the Starz common shares.

The Lionsgate Board believes that a “one share, one vote” capital structure is in the best interests of Starz and its shareholders. It strengthens corporate governance by aligning the voting power and economic interests of all shareholders, streamlines Starz’s capital structure, reduces complexity and potentially makes Starz more attractive to retail and institutional investors who may be unwilling or unable to invest in dual-class structures. The single-class structure may also appeal to a broader range of investors by providing a more straightforward investment opportunity, enhancing liquidity and, in turn, improving long-term shareholder value. Additionally, a “one share, one vote” capital structure is also supported by U.S. proxy advisory firms.

Proposal No. 3: Election of Directors

The Lionsgate Board currently consists of 13 directors. Daryl Simm, a current director of Lionsgate, will not stand for re-election at the Lionsgate Annual General and Special Meeting. Mr. Simm will, however, continue to serve as a member of the Lionsgate Board until the date of the Lionsgate Annual General and Special Meeting.

It is expected that, upon the recommendation of the Nominating and Corporate Governance Committee of the Lionsgate Board, the Lionsgate Board will nominate the 12 persons named below for election as a director. Each of the nominees listed below is currently a director of Lionsgate and was previously elected by shareholders.

If the Transactions do not occur, each nominee, if elected at the Lionsgate Annual General and Special Meeting, will serve until the 2025 annual general meeting of shareholders of Lionsgate, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with Lionsgate’s Articles or applicable law. If the Transactions do occur, each nominee, if elected at the Lionsgate Annual General and Special Meeting, will serve until the Arrangement Effective Time, following which each nominee will serve on the New Lionsgate Board.

Other than as discussed herein, there are no arrangements or understandings between any nominee and any other person for selection as a nominee. Pursuant to the Lionsgate Investor Rights Agreement discussed in “Additional Lionsgate Annual General and Special Meeting Matters—Certain Relationships and Related Party Transactions of Lionsgate” Michael T. Fries currently serves as the designee of Liberty Global Incorporated Limited (“Liberty”), Harry E. Sloan currently serves as the designee of Discovery Lightning Investments Ltd. (“Discovery Lightning”) and Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve as designees of MHR Fund Management, LLC (“MHR Fund Management”).

The nominees have consented to serve on the Lionsgate Board if elected and the Lionsgate Board has no reason to believe that they will not serve if elected. If any of the nominees should become unable or unwilling for good cause to serve as a director if elected, the persons the Lionsgate Board has designated as proxies may vote for a substitute nominee if the Lionsgate Board has designated a substitute nominee or for the balance of the nominees.

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There are no family relationships among the nominees for directors or executive officers of Lionsgate, except as noted below. Ages are as of September 30, 2024. Their skills and experience as reflected in the “—Board Profile” section below are noted for each of the directors.

Committee Membership

Name

Age

Independent

Director Since

Audit & Risk Committee

Compensation Committee

Nominating and Corporate Governance Committee

Strategic Advisory Committee

Michael Burns

66

No

08/1999

Mignon Clyburn

62

Yes

09/2020

✓

✓

Gordon Crawford

77

Yes

02/2013

Jon Feltheimer

72

No

01/2000

Emily Fine

51

Yes

11/2015

✓

✓

Michael T. Fries

61

Yes

11/2015

✓

✓

John D. Harkey, Jr.

64

Yes

06/2023

✓

Susan McCaw

62

Yes

09/2018

✓

✓

Yvette Ostolaza

59

Yes

12/2019

Mark H. Rachesky, M.D.

65

Yes

09/2009

✓

Hardwick Simmons

84

Yes

06/2005

Harry E. Sloan

74

Yes

12/2021

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✓ Member Chair Financial Expert

MICHAEL BURNS
Age: 66 Director Since: August 1999	Business Experience Mr. Burns has served as Vice Chair of Lionsgate since March 2000, and Vice Chair of LG Studios since May 2024. Mr. Burns served as Managing Director and Head of Prudential Securities Inc.’s Los Angeles Investment Banking Office from 1991 to March 2000.
Position with Lionsgate: Vice Chair since March 2000	Other Directorships Mr. Burns has been a director of LG Studios since May 2024. Mr. Burns was a director of Hasbro, Inc. (Nasdaq: HAS) from 2014 to 2024.
Residence: Los Angeles, California, U.S.	Qualifications Mr. Burns and Lionsgate Chief Executive Officer Jon Feltheimer have built Lionsgate into a multibillion-dollar diversified global content leader. With an accomplished investment banking career prior to Lionsgate, in which he specialized in raising equity within the media and entertainment industry, Mr. Burns brings to the Lionsgate Board important business and financial expertise in its deliberations on complex transactions and other financial matters. Additionally, Mr. Burns’ extensive knowledge of and history with Lionsgate, financial background, in-depth understanding of the media and entertainment industry, connections within the business community and relationships with LGEC shareholders, make him an invaluable member of the Lionsgate Board.

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MIGNON L. CLYBURN*
Age: 62 Independent Director Since: September 2020 Committee Membership: Audit & Risk Committee, Nominating and Corporate Governance Committee Residence: Charleston, South Carolina, U.S. * Ethnic/gender diverse member of the Lionsgate Board	Business Experience Ms. Clyburn is President of MLC Strategies, LLC, a Washington, D.C. based consulting firm, a position she has held since January 2019. Previously, Ms. Clyburn served as a Commissioner of the U.S. Federal Communications Commission (the “FCC”) from 2009 to 2018, including as acting chair. While at the FCC, she was committed to closing the digital divide and championed the modernization of the agency’s Lifeline Program, which assists low-income consumers with voice and broadband service. In addition, Ms. Clyburn promoted diversity in media ownership, initiated Inmate Calling Services reforms, supported inclusion in STEM opportunities and fought for an open internet. Prior to her federal appointment, Ms. Clyburn served 11 years on the Public Service Commission of South Carolina and worked for nearly 15 years as publisher of the Coastal Times, a Charleston weekly newspaper focused on the African American community. Other Directorships Ms. Clyburn has been a director of LG Studios since May 2024 and a director of RingCentral, Inc. (NYSE: RNG) since November 2020. Ms. Clyburn previously served on the board of directors of Charah Solutions, Inc. from November 2020 to July 2023. Qualifications Ms. Clyburn has extensive experience as a state regulator of investor-owned utilities and as a federal commissioner in the technology and telecommunications fields. Such expertise and additional background as a successful business executive, makes Ms. Clyburn invaluable and well qualified to serve on the Lionsgate Board.
GORDON CRAWFORD
Age: 77 Independent Director Since: February 2013 Committee Membership: Strategic Advisory Committee (Co-Chair) Residence: Dana Point, California, U.S.	Business Experience For over 40 years, Mr. Crawford served in various positions at Capital Research and Management, a privately held global investment management company. In December 2012, Mr. Crawford retired as its Senior Vice President. Other Directorships Mr. Crawford has been a director of LG Studios since May 2024. Additionally, Mr. Crawford serves as Director Emeritus of the Board of Trustees of the U.S. Olympic and Paralympic Foundation (which he Chaired for nine years from its inception in 2013), and as a Life Trustee on the Board of Trustees of Southern California Public Radio (which he Chaired from 2005 to 2012). Mr. Crawford formerly served as Vice Chairman at The Nature Conservancy and is currently a member of the Emeritus Board of the Nature Conservancy. Mr. Crawford is a past Vice Chairman of the Paley Center for Media and a member of the Board of Trustees of Berkshire School. Mr. Crawford also served on the Board of the U.S. Olympic and Paralympic Committee, and as a member of the Board of the LA24 Olympic and Paralympic Bid Committee. Qualifications Mr. Crawford has been one of the most influential and successful investors in the media and entertainment industry for over 40 years.

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	Mr. Crawford’s professional experience and deep understanding of the media and entertainment sector makes Mr. Crawford a valuable member of the Lionsgate Board.
JON FELTHEIMER
Age: 72 Director Since: January 2000 Position with Lionsgate: Chief Executive Officer since March 2000 Residence: Los Angeles, California, U.S.	Business Experience During his entertainment industry career, Mr. Feltheimer has held leadership positions at Lionsgate, Sony Pictures Entertainment and New World Entertainment, and has been responsible for tens of thousands of hours of television programming and hundreds of films. Prior to joining Lionsgate, he served as President of TriStar Television from 1991 to 1993, President of Columbia TriStar Television from 1993 to 1995, and President of Columbia TriStar Television Group and Executive Vice President of Sony Pictures Entertainment from 1995 to 1999, where he oversaw the launch of dozens of successful branded channels around the world. Other Directorships Mr. Feltheimer has been a director of LG Studios since May 2024 and is a director of Grupo Televisa, S.A.B. (NYSE: TV; BMV: TLEVISA CPO). Qualifications Under Mr. Feltheimer’s leadership, Lionsgate has grown into one of the world’s premier independent content platforms with deep film and television pipelines, a vast library of over 20,000 title film and television library, a valuable portfolio of brands and franchises and a strong reputation for innovation. As Lionsgate’s Chief Executive Officer, Mr. Feltheimer provides a critical link to management’s perspective in Lionsgate Board discussions regarding the business and strategic direction of Lionsgate. With extensive experience at three major and independent studios in the entertainment industry, Mr. Feltheimer brings an unparalleled level of strategic and operational experience to the Lionsgate Board, as well as an in-depth understanding of Lionsgate’s evolving industry and invaluable relationships within the business and entertainment community.
EMILY FINE*
Age: 51 Independent Director Since: November 2015 Committee Membership: Nominating and Corporate Governance Committee, Strategic Advisory Committee Residence: New York, New York, U.S. *  Ethnic/gender diverse member of theLionsgate Board	Business Experience Ms. Fine is a principal of MHR Fund Management, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies in a variety of industries. Ms. Fine joined MHR Fund Management in 2002 and is a member of the firm’s investment committee. Prior to joining MHR Fund Management, Ms. Fine served as Senior Vice President at Cerberus Capital Management, L.P. and also worked at Merrill Lynch in the Telecom, Media & Technology Investment Banking Group, where she focused primarily on media merger and acquisition transactions. Other Directorships Ms. Fine has been a director of LG Studios since May 2024. Ms. Fine also serves on the Board of Directors of Rumie Initiative, a non-profit organization dedicated to providing access to free educational content through digital microlearning. Qualifications Ms. Fine brings to the Lionsgate Board a unique perspective of Lionsgate’s business operations and valuable insight regarding financial matters.

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	Ms. Fine has over 25 years of investing experience and experience working with various companies in the media industry, including, as a principal of MHR Fund Management, working closely with Lionsgate over the past fourteen years. Investor Rights Agreement Ms. Fine serves as a designee of MHR Fund Management under the Lionsgate Investor Rights Agreement (discussed below).
MICHAEL T. FRIES
Age: 61 Independent Director Since: November 2015 Committee Membership: Compensation Committee, Strategic Advisory Committee Residence: Denver, Colorado, U.S.	Business Experience Mr. Fries has served as the Chief Executive Officer of Liberty Global, plc (“Liberty Global”) (Nasdaq: LBTYA, LBTYB, LBTYK) since June 2005. Mr. Fries was Chief Executive Officer of UnitedGlobalCom LLC (“UGC”) from January 2004 until the businesses of UGC and Liberty Media International, Inc. were combined to form Liberty Global. Other Directorships Mr. Fries has been a director of LG Studios since May 2024. Mr. Fries is also Executive Chairman of Liberty Latin America Ltd. (since December 2017) (Nasdaq: LILA) and a director of Grupo Televisa S.A.B. (since April 2015) (NYSE: TV; BMV: TLEVISA CPO). Mr. Fries serves as a board member of CableLabs® is a trustee and finance committee member of The Paley Center for Media and as an ICT Governor of the World Economic Forum. Qualifications As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into a world leader in converged broadband, mobile and video communications and an active
	investor in cutting-edge infrastructure, content and technology businesses through its $3 billion ventures platform. Liberty Global delivers next generation products through advanced fiber and 5G networks in five core European markets, and currently provides over 85 million connections across Europe and the U.K. Liberty Global’s joint ventures in the U.K. and the Netherlands generate combined annual revenue of over $18 billion, while remaining operations generate consolidated revenue of more than $7 billion. Through its substantial scale and commitment to innovation, Liberty Global is building Tomorrow’s Connections Today, investing in the infrastructure and platforms that empower customers and deploying the advanced technologies that nations and economies need to thrive. Mr. Fries’ significant executive experience in building and managing international distribution and programming businesses, in-depth knowledge of all aspects of a global telecommunications business and responsibility for setting the strategic, financial and operational direction for Liberty Global contribute to the Lionsgate Board’s consideration of the strategic, operational and financial challenges and opportunities of Lionsgate’s business, and strengthen the Lionsgate Board’s collective qualifications, skills and attributes. Investor Rights Agreement Mr. Fries serves as the designee of Liberty under the Lionsgate Investor Rights Agreement (discussed below).

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JOHN D. HARKEY, JR.
Age: 64 Independent Director Since: June 2023 Committee Membership: Audit & Risk Committee Residence: Dallas, Texas, U.S.	Business Experience Mr. Harkey has served as the principal and founder of JDH Investment Management, LLC, an investment advisory firm, since 2007, and as chairman and chief executive officer of Consolidated Restaurant Operations, Inc., a full-service and franchise restaurant company, since 1998. Mr. Harkey is also co-founder, and serves on the board of directors, of Cessation Therapeutics, a developer of vaccines for addictions to fentanyl, heroin and nicotine, since June 2018. Mr. Harkey is also a co-founder and executive chairman of the board of Dialectic Therapeutics, Inc. which is developing cancer immunotherapies, since
	November 2018. In addition, he was a co-founder of AveXis, Inc., a biotechnology company, from 2010 until it was acquired in 2018 by Novartis AG, and served as executive chairman from 2010 to 2015. Mr. Harkey holds a B.B.A. in Business Honors from the University of Texas at Austin, a J.D. from the University of Texas School of Law, and an M.B.A. from Stanford Graduate School of Business. Other Directorships Mr. Harkey has been a director of LG Studios since May 2024 and a director of Zuora, Inc. (NYSE: ZUO) since April 2024. Mr. Harkey also serves as chairman of privately-held Veterinary Service, Inc., as well as several non-profit organizations. He previously served on the board of directors of Sumo Logic, Inc. until its acquisition by Francisco Partners in May 2023, Loral Space & Communications Inc., until its merger with Telesat Canada in November 2021, and Emisphere Technologies, Inc., until its acquisition by Novo Nordisk in December 2020. Qualifications Mr. Harkey has extensive operational experience as a private investor and chief executive, in both public and private companies, across a wide
	range of industries. Mr. Harkey qualifications and experiences, including executive leadership, global leadership, growth and operational scale, business development and strategy, finance and accounting, legal, regulatory, and compliance, and public company board membership, are invaluable to the Lionsgate Board. Investor Rights Agreement Mr. Harkey serves as a designee of MHR Fund Management under the Lionsgate Investor Rights Agreement (discussed below).
SUSAN MCCAW*
Age: 62 Independent Director Since: September 2018 Committee Membership: Audit & Risk Committee, Compensation Committee Residence: North Palm Beach, Florida, U.S. *  Ethnic/gender diverse member of theLionsgate Board	Business Experience Ms. McCaw is the President of SRM Capital Investments, a private investment firm. Before this, Ms. McCaw served as President of COM Investments, a position she held from April 2004 to June 2019 except while serving as U.S. Ambassador to the Republic of Austria from November 2005 to December 2007. Prior to April 2004, Ms. McCaw was the Managing Partner of Eagle Creek Capital, a private investment firm investing in private technology companies, a Principal with Robertson, Stephens & Company, a San Francisco-based technology investment bank, and an Associate in the Robertson Stephens Venture Capital Group. Earlier in her career, Ms. McCaw was a management consultant with McKinsey & Company.

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	Other Directorships Ms. McCaw has been a director of LG Studios since May 2024 and a director and member of the Leadership Development and Compensation Committee of Air Lease Corporation (NYSE: AL). Ms. McCaw is the chair of the Hoover Institution and a board member of the Ronald Reagan Presidential Foundation & Institute. She is also a founding board member of the Malala Fund and serves as the chair of the Knight- Hennessy Scholars Global Advisory Board. Ms. McCaw is also Trustee Emerita of Stanford University. Qualifications Ms. McCaw brings deep experience and relationships in global business and capital markets to the Lionsgate Board through her private sector experience in investment banking and investment management, and through her public service as a former U.S. Ambassador. Ms. McCaw holds a Bachelor’s Degree in Economics from Stanford University and a Masters of Business Administration from Harvard Business School. Ms. McCaw’s experience both as an investor and diplomat brings broad and meaningful insight to the Lionsgate Board’s oversight of Lionsgate’s business.
YVETTE OSTOLAZA*
Age: 59 Independent Director Since: December 2019 Committee Membership: Nominating and Corporate Governance Committee (Chair) Residence: Dallas, Texas, U.S. *  Ethnic/gender diverse member of the Lionsgate Board	Business Experience Since October 2013, Ms. Ostolaza has been a partner at Sidley Austin LLP, an international law firm with 21 offices located in four continents and over $3.3 billion in revenue. She currently serves as Sidley’s Management Committee Chair and as a member of the firm’s Executive Committee. Ms. Ostolaza has also served on a number of nonprofit organizations as a board member or trustee. She regularly advises companies and boards in governance, crisis management, internal investigations, and litigation matters. Ms. Ostolaza was recently named to CNBC’s 2024 inaugural list of 50 “Changemakers: Women Transforming Business” and Forbes 2024 America’s Top 200 Lawyers. She has received awards for her leadership, legal work, and community involvement, including the American Bar Association’s Margaret Brent Award in 2023, Girls, Inc.’s “Woman of Achievement” award, Hispanic National Bar Law Firm Leader of 2022, Texas Lawyer’s Lifetime Achievement Award, and one of 20 “Women of Excellence” nationally by Hispanic Business magazine. In 2018, she received the Anti-Defamation League’s Schoenbrun Jurisprudence Award for her outstanding leadership and exemplary contributions to the community. Other Directorships Ms. Ostolaza has been a director of LG Studios since May 2024. Qualifications Ms. Ostolaza has spent her career developing a global practice representing public and private companies, board committees, and directors and officers in litigation, investigations, shareholder activism, regulatory, governance, and crisis management matters across a wide variety of industries. This breadth of experience provides important insight and counsel to the Lionsgate Board’s oversight of Lionsgate’s business.

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MARK H. RACHESKY, M.D.
Age: 65 Independent Director Since: September 2009 Committee Membership: Chair of the Board, Compensation Committee, Strategic Advisory Committee (Co-Chair) Residence: New York, New York, U.S.	Business Experience Dr. Rachesky is Founder and Chief Investment Officer of MHR Fund Management LLC, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies across a variety of industries. Other Directorships Dr. Rachesky has been a director of LG Studios since May 2024. Dr. Rachesky is also the Non-Executive Chairman of the Board of Directors, member of the Nominating Committee and the Human Resources and Compensation Committee of Telesat Corporation (Nasdaq: TSAT), and a director and member of the Nominating Committee, the Corporate Governance Committee and the Compensation Committee of Titan International, Inc. (NYSE: TWI). Dr. Rachesky formerly served on the Board of Directors of Loral Space & Communications Inc. until its merger with Telesat Canada in November 2021, on the Board of Directors of Navistar International Corporation (NYSE: NAV) until its merger with Traton SE in July 2021, and on the Board of Directors of Emisphere Technologies Inc. until it was acquired by Novo Nordisk in December 2020. Dr. Rachesky also serves on the Board of Directors of Mt. Sinai Hospital Children’s Center Foundation, the Board of Advisors of Columbia University Medical Center, as well as the Board of Overseers of the University of Pennsylvania. Qualifications Dr. Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad-based business knowledge and relationships. In addition, as the Chief Investment Officer of MHR Fund Management LLC, with a demonstrated investment record in companies engaged in a wide range of businesses over the last 25 plus years, together with his experience as chair and
	director of other public and private companies, Dr. Rachesky brings broad and insightful perspectives to the Lionsgate Board relating to economic, financial and business conditions affecting Lionsgate and its strategic direction. Investor Rights Agreement Dr. Rachesky serves as a designee of MHR Fund Management under the Lionsgate Investor Rights Agreement (discussed below).
HARDWICK SIMMONS
Age: 84 Independent Director Since: June 2005 Committee Membership: Audit & Risk Committee (Chair), Strategic Advisory Residence: Marion, Massachusetts, U.S.	Business Experience Mr. Simmons currently serves as a director of several privately held companies. From February 2001 to June 2003, Mr. Simmons served first as Chief Executive Officer and then as Chairman and Chief Executive Officer at The NASDAQ Stock Market Inc. From May 1991 to December 2000, Mr. Simmons served as President and Chief Executive Officer of Prudential Securities Incorporated. Other Directorships Mr. Simmons has been a director of LG Studios since May 2024. From 2003 to 2016, Mr. Simmons was the Lead Director and Chairman of the Audit and Risk Committee of Raymond James Financial (NYSE:RJF).

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	Qualifications Mr. Simmons, through an accomplished career overseeing one of the largest equity securities trading markets in the world and other large complex financial institutions, brings important business and financial expertise to the Lionsgate Board in its deliberations on complex transactions and other financial matters. In addition, his broad business knowledge, connections in the business community and valuable insight regarding investment banking and regulation are relevant to the Lionsgate Board’s oversight of Lionsgate’s business.
HARRY E. SLOAN
Age: 74 Independent Director Since: December 2021 Committee Membership: Compensation Committee, Strategic Advisory Committee Residence: Los Angeles, California, U.S.	Business Experience Mr. Sloan is a founder, public company chief executive officer and a leading investor in the media, entertainment and technology industries. Mr. Sloan is the Chairman and CEO of Eagle Equity Partners II, LLC (“Eagle Equity”). Under Mr. Sloan’s leadership, Eagle Equity has acquired and taken public, through special purpose acquisition companies, several digital media companies including, during 2020, DraftKings, Inc. (Nasdaq: DKNG) (“DraftKings”) and Skillz Inc. (NYSE: SKLZ). Mr. Sloan has been at the forefront and evolution of the video gaming industry as one of the founding investors and a Board Member of Zenimax/ Bethesda Game Studios, the award winning studio acquired by Microsoft in March 2021. Mr. Sloan co-founded Soaring Eagle Acquisition Corp., which raised $1.725 billion in its initial public offering in February 2021, and in September 2021, completed its initial business combination with Ginkgo Bioworks Holdings, Inc. (NYSE: DNA) (“Ginkgo”). In January 2022, Mr. Sloan and his partners launched Screaming Eagle Acquisition Corp., which became LG Studios in May 2024. Earlier in his career, Mr. Sloan was Chairman and Chief Executive Officer of MGM Studios and founded and led two public companies in the entertainment media arena, New World Entertainment
	and SBS Broadcasting, S.A. Mr. Sloan was also one of the founding investors of Lionsgate and served as Lionsgate’s Non-Executive Chairman from 2004 to 2005. In May 2023, Mr. Sloan was appointed as a member of the United States Holocaust Memorial Council. Other Directorships Mr. Sloan has been a director of LG Studios since May 2024. Mr. Sloan is also a member of the Board of Directors and a member of the Audit Committee of Ginkgo, and Vice Chairman of the Board of Directors and Chair of the Transaction Committee of DraftKings. Qualifications Mr. Sloan’s extensive experience as an international media investor, entrepreneur and studio executive makes him well qualified to serve on the Lionsgate Board. Investor Rights Agreement Mr. Sloan serves as a designee of Discovery Lightning under the Lionsgate Investor Rights Agreement (discussed below).

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Board Profile

The Lionsgate Board and its Corporate Governance and Nominating Committee are committed to ensuring that the Lionsgate Board is composed of directors who possess highly relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders. The following provides a snapshot of the skills and experience of nominees to the Lionsgate Board.

Burns

Clyburn

Crawford

Feltheimer

Fine

Fries

Harkey

McCaw

Ostolaza

Rachesky

Simmons

Sloan

Corporate Governance and Risk Management Understanding Lionsgate Board and management accountability, transparency, and protection of shareholders’ interests, overseeing the various risks facing Lionsgate and ensuring that appropriate policies and procedures are in place to effectively manage risk.

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Finance and Capital Allocation Management or oversight of the finance function of a company, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes.

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Global Business Expertise in global business cultures and consumer preferences gained through experience in international markets.

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Media and Entertainment Experience and expertise with the entertainment and media industry.

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Public Company Experience of modern board practice and principles and the ability and business acumen to debate and address critical board-level issues.

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Strategic Planning Expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, improving operations, identifying risks and executing Lionsgate’s strategic goals.

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Ethnic/Gender Diversity Contributes to the representation of varied backgrounds, perspectives and experience in the boardroom.

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Board Leadership Structure

Mr. Feltheimer is Lionsgate’s Chief Executive Officer, and together with Mr. Burns, Lionsgate’s Vice Chair, has led Lionsgate’s development for over 25 years. The Lionsgate Board believes it is appropriate for Messrs. Feltheimer and Burns to be on the Lionsgate Board in an executive capacity, as they are responsible for the day-to-day supervision, management and control of the business and affairs of Lionsgate, develop its strategic direction, and serve as a bridge between management and the Lionsgate Board to support the alignment of the goals of both.

Dr. Rachesky is the Chair of the Lionsgate Board. Dr. Rachesky provides leadership as an independent, non-executive Chair and helps ensure independent oversight of Lionsgate. Dr. Rachesky also presides over the regularly scheduled executive sessions of Non-Employee Directors. In furtherance of the independent oversight of management, the non-employee directors routinely meet and hold discussions without management present.

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Separate Chair and Chief Executive Officer Roles

The Lionsgate Board believes that Lionsgate’s current leadership structure, in which the roles of the Chair and Chief Executive Officer are separate, is appropriate for Lionsgate, taking into consideration Lionsgate’s evolving needs, corporate strategy, and operating environment. The separation of the Chair and Chief Executive Officer roles reinforces the independence of the Lionsgate Board and its oversight of the business and affairs of Lionsgate, enables Lionsgate’s Chief Executive Officer to focus on the business, operations, and strategy of Lionsgate, and allows Lionsgate to leverage the Chair’s experience, perspective, and vision to serve the best interests of its shareholders.

Corporate Cease Trade Orders and Bankruptcy

No nominee proposed for election as a director of Lionsgate: (a) is, as at the date hereof, or has been, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any other company (including Lionsgate) that was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (each, an “order”) that was issued while such nominee was acting in the capacity as director, chief executive officer or chief financial officer; (b) ) is, as at the date hereof, or has been, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any other company (including Lionsgate) that was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (c) is, as at the date hereof, or has been, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Lionsgate) that, while such nominee was acting in the capacity as director, chief executive officer or chief financial officer or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or initiated any proceedings, arrangement or compromise with creditors or had a receiver, manager or trustee appointed to hold its assets; (d) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receive, receiver manager or trustee appointed to hold the assets of the proposed director; (e) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (f) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Indebtedness of Directors and Executive Officers

At no time during the period ended December 31, 2023, and at no time from January 1, 2024 to the date hereof, was a current or former executive officer or director of Lionsgate, any proposed nominee for election as a director of Lionsgate, or any of their respective associates indebted to Lionsgate or any of its subsidiaries or indebted to another entity where the indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Lionsgate or any of its subsidiaries.

Vote Required

A plurality of LGEC Class A shares voting in person or by proxy is required to elect each of the 12 nominees for director. A plurality means that the 12 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not permitted to cumulate their LGEC Class A shares for purposes of electing directors.

For purposes of this proposal, broker non-votes are not treated as votes cast and are not counted in the determination of the number of votes necessary for the election of each of the nominated directors.

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UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR.

THE LIONSGATE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES.
	FOR

Proposal No. 4: Reappointment of Independent Registered Public Accounting Firm and Authorization of Audit & Risk Committee of the Lionsgate Board to Fix Remuneration

At the request of the Audit & Risk Committee of the Lionsgate Board, Ernst & Young LLP will be nominated at the Lionsgate Annual General and Special Meeting for reappointment as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2025 at remuneration to be fixed by the Audit & Risk Committee of the Lionsgate Board. Ernst & Young LLP has been Lionsgate’s independent registered public accounting firm since August 2001.

Representatives of Ernst & Young LLP are expected to be present at the Lionsgate Annual General and Special Meeting, and will have the opportunity to make a statement if they desire to do so, and to respond to appropriate questions from shareholders.

Votes Required

The affirmative vote of a majority of votes cast by holders of LGEC Class A shares present or represented by proxy at the Lionsgate Annual General and Special Meeting is required for the reappointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm, and for the authorization of the Audit & Risk Committee of the Lionsgate Board to fix the remuneration of the auditor. For purposes of this proposal, abstentions are not treated as votes cast and are not counted in the determination of the number of votes necessary for the reappointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm, and for the authorization of the Audit & Risk Committee of the Lionsgate Board to fix the remuneration of the auditor.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LIONSGATE FOR THE FISCAL YEAR ENDING MARCH 31, 2025, AND FOR THE AUTHORIZATION OF THE RISK COMMITTEE OF THE LIONSGATE BOARD TO FIX THE REMUNERATION OF THE AUDITOR.

THE LIONSGATE BOARD RECOMMENDS A VOTE “FOR” THE REAPPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LIONSGATE FOR THE FISCAL YEAR ENDING MARCH 31, 2025 AND FOR THE AUTHORIZATION OF THE AUDIT & RISK COMMITTEE OF LIONSGATE BOARD TO FIX THE REMUNERATION OF THE AUDITOR.
	FOR

Proposal No. 5: Advisory Vote to Approve Executive Compensation

Lionsgate is providing LGEC Class A shareholders with the opportunity to cast a non-binding, advisory vote on the compensation of Lionsgate’s Named Executive Officers (as defined in the section entitled “Additional Lionsgate Annual General and Special Meeting Matters—Executive Compensation—Compensation Discussion and Analysis of Lionsgate and Named Executive Officers”) as disclosed pursuant to the SEC’s executive compensation disclosure rules and set forth in this joint proxy statement/prospectus (including in the compensation tables and narratives accompanying those tables as well as in the section entitled “—Executive Compensation ”).

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In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, the Lionsgate Board will request your advisory vote on the following resolution at the Lionsgate Annual General and Special Meeting

RESOLVED, that the compensation paid to Lionsgate’s Named Executive Officers, as disclosed in this joint proxy statement/prospectus pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the section entitled “—Executive Compensation,” the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

This vote is a non-binding advisory vote only and will not be binding on Lionsgate, the Lionsgate Board or the Compensation Committee of the Lionsgate Board (the “Lionsgate Compensation Committee”), and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Lionsgate Board or the Lionsgate Compensation Committee. However, Lionsgate’s Compensation Committee, which is responsible for designing and administering Lionsgate’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for the Named Executive Officers.

Lionsgate’s current policy is to provide shareholders with an opportunity to approve the compensation of the Named Executive Officers each year at the annual general meeting of the shareholders of Lionsgate. The next such vote will occur at the 2025 annual general meetings of each of New Lionsgate and Starz, if the Transactions are completed.

Vote Required

Approval of this Proposal No. 5 requires the affirmative vote of the holders of a majority of the votes cast by holders of LGEC Class A shares present in person or by proxy at the Lionsgate Annual General and Special Meeting For purposes of this proposal, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the number of votes necessary for the advisory vote to approve executive compensation.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

THE LIONSGATE BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.
	FOR

Proposal No. 6: Approve the Assumption by New Lionsgate of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, as Amended and Restated as the Lionsgate Studios Corp. 2025 Performance Incentive Plan

The Lionsgate Board believes that approval of the New Lionsgate 2025 Plan will promote the interests of New Lionsgate and its shareholders and will help New Lionsgate and its subsidiaries continue to be able to attract, retain and reward persons important to its success. For additional information regarding the New Lionsgate 2025 Plan, see “Information About New Lionsgate After the Transactions—Equity Plan Information of New Lionsgate” and “Information About New Lionsgate After the Transactions—Specific Benefits under the New Lionsgate 2025 Plan.”

Members of the Lionsgate Board and the Lionsgate executive officers may be eligible for awards under the New Lionsgate 2025 Plan and thus have a personal interest in the approval of the New Lionsgate 2025 Plan.

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Vote Required

Approval of the New Lionsgate 2025 Plan requires the affirmative vote of at least a majority of votes cast by holders of LGEC Class A voting shares eligible to vote present or represented by proxy at the Lionsgate Annual General and Special Meeting. For purposes of this proposal, abstentions and broker non-votes will not be counted as votes cast in determining the number of votes necessary for approval of the New Lionsgate 2025 Plan.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR APPROVAL OF THE LIONSGATE STUDIOS CORP. 2025 PERFORMANCE INCENTIVE PLAN.

THE LIONSGATE BOARD RECOMMENDS A VOTE “FOR” THE NEW LIONSGATE 2025 PLAN.
	FOR

Proposal No. 7: Approve the Starz 2025 Plan

The Lionsgate Board believes that approval of the Starz 2025 Plan will promote the interests of Starz and its shareholders and will help Starz and its subsidiaries continue to be able to attract, retain and reward persons important to its success. For additional information regarding the Starz 2025 Plan, see “Information About Starz After the Transactions—Equity Compensation Plan Information of Starz” and “Information About Starz After the Transactions—Specific Benefits under the Starz 2025 Plan.”

Members of the Lionsgate Board and the Lionsgate executive officers may be eligible for awards under the Starz 2025 Plan and thus have a personal interest in the approval of the Starz 2025 Plan.

Vote Required

Approval of the Starz 2025 Plan requires the affirmative vote of at least a majority of votes cast by holders of LGEC Class A voting shares eligible to vote present or represented by proxy at the Lionsgate Annual General and Special Meeting. For purposes of this proposal, abstentions and broker non-votes will not be counted as votes cast in determining the number of votes necessary for approval of the Starz 2025 Plan.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR APPROVAL OF THE STARZ 2025 PLAN.

THE LIONSGATE BOARD RECOMMENDS A VOTE “FOR” THE STARZ 2025 PLAN.
	FOR

Proposal No. 8: The Reverse Stock Split

Overview

LGEC shareholders are being asked to approve the Reverse Stock Split. In connection with the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

The Reverse Stock Split will affect all LGEC shareholders uniformly and will not affect any of the LGEC shareholder’s percentage ownership interest in Starz, except to the extent that the Reverse Stock Split would result in any of the LGEC shareholders owning a fractional share, as described below in the section titled “Fractional Shares with respect to the Reverse Stock Split”. Any fractional Starz common share to which a holder is entitled as a result of the Reverse Stock Split will be rounded up to the nearest whole Starz common share. Starz common shares issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable.

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Reasons for the Approval of the Reverse Stock Split Proposal

The purpose of the Reverse Stock Split is to reduce the number of outstanding Starz common shares following the consummation of the Transactions to yield a number of outstanding Starz common shares that is appropriate, including from the perspective of an appropriately increased price per share. It should be noted, however, that although the Reverse Stock Split is being proposed for the purpose of maintaining or increasing the market price of Starz common shares, there can be no assurance that such price maintenance or increase can be achieved or maintained. A number of factors will influence the future trading price of Starz common shares, many of which are not within Starz’s control. As a result, there can be no assurance that the Reverse Stock Split will result in the intended benefits described or that the market price of Starz common shares will not decrease in the future.

Fractional Shares with Respect to the Reverse Stock Split

No fractional Starz common shares will be issued in the Reverse Stock Split. Instead, to the extent an LGEC shareholder is entitled to a fractional Starz common share following the Reverse Stock Split, each such fractional Starz common share will be rounded up to the nearest whole Starz common share. Accordingly, LGEC shareholders that otherwise would be entitled to receive a fractional Starz common share in the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio of 15-to-1 will automatically be entitled to receive one whole Starz common share. Because any fractional shares will be rounded up to the next nearest whole share, the Reverse Stock Split is not expected to affect the number of holders of Starz common shares.

Vote Required for Approval

Approval of the Reverse Stock Split requires (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by holders of LGEC Class A shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting and entitled to vote at the Lionsgate Annual General and Special Meeting and (ii) the affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of the LGEC Class B shares, voting separately as a class, present or represented by proxy at the Lionsgate Annual General and Special Meeting. Regardless of the outcome of the non-binding advisory vote on the Reverse Stock Split, the Reverse Stock Split will be adopted by Starz, as part of the Transactions, assuming the approval of the Lionsgate Transactions Proposal and the completion of the Transactions. For purposes of this proposal, abstentions and broker non-votes will not be counted as votes cast in determining the number of votes necessary for approval of the Reverse Stock Split.

THE LIONSGATE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE REVERSE STOCK SPLIT.
	FOR

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THE LG STUDIOS SPECIAL MEETING

This joint proxy statement/prospectus is being furnished to holders of LG Studios common shares for use at the LG Studios Special Meeting and any adjournments or postponements thereof.

Date, Time and Place of the LG Studios Special Meeting

LG Studios will hold the LG Studios Special Meeting at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8, on [ ], at [ ], Pacific Time.

Purpose of the LG Studios Special Meeting

At the LG Studios Special Meeting, LG Studios shareholders will be asked to vote upon the following matters outlined in the notice of the LG Studios Special Meeting:

1. Consider, pursuant to the Studios Interim Order and, if deemed advisable, approve, with or without variation, a special resolution (the “Studios Arrangement Resolution”) of the shareholders of LG Studios common shares adopting the Plan of Arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) between, among Lionsgate, the shareholders of Lionsgate, LG Studios, the shareholders of LG Studios, and New Lionsgate, pursuant to which, among other things, LG Studios shareholders will receive a number of New Lionsgate new common shares equal to [    ], as more fully described in the joint proxy statement/prospectus accompanying this notice, which resolution, to be effective, must be passed by an affirmative vote of at least two-thirds (66 2/3%) of the votes cast by the LG Studios shareholders present or represented by proxy at the LG Studios Special Meeting and entitled to vote at the LG Studios Special Meeting (the “LG Studios Reorganization Proposal”);

2. Approve on a non-binding advisory basis, by ordinary resolution, several governance provisions that will be contained in the New Lionsgate Articles and the Starz Articles that substantially affect LGEC shareholder rights, presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance (the “LG Studios Advisory Organizational Documents Proposals” or “Proposal No. 2”). Proposal No. 2 is separated into sub-proposals as described in Proposal No. 2 — The LG Studios Advisory Organizational Documents Proposals; and

The LG Studios Board does not know of any other matters that may be presented for action at the LG Studios Special Meeting. Should any other business come before the LG Studios Special Meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with the recommendation of the LG Studios Board or, if no recommendation is given, in accordance with their best judgment.

LG Studios Record Date; Outstanding Shares; Shares Entitled to Vote

With respect to all matters, only holders of record of LG Studios common shares as of the Record Date are entitled to receive notice of the LG Studios Special Meeting and to vote their LG Studios common shares that they held on the Record Date at the LG Studios Special Meeting or any continuations, adjournments or postponements thereof. Each LG Studios common share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, there were approximately [    ] LG Studios common shares issued and outstanding and entitled to vote, which were held by approximately [    ] shareholders of record. Each shareholder of record has the right to appoint a person or company to represent such shareholder to vote in person at the LG Studios Special Meeting other than the persons designated in the form of proxy. See “—Voting of Proxies” and “—Voting in Person” below.

Quorum

A quorum is necessary to hold a valid meeting of LG Studios shareholders. The quorum for the LG Studios Special Meeting is one or more persons who are, or who represent by proxy, one or more shareholders who, in

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the aggregate, hold at least one third (33 1/3%) of the outstanding shares of LG Studios entitled to be voted at the LG Studios Special Meeting.

Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. There will be no broker non-votes at the LG Studios Special Meeting because it is expected that all proposals to be voted on at the LG Studios Special Meeting will be “non-routine” matters.

Share Ownership of Management

As of the Record Date, the directors and executive officers of LG Studios and their affiliates collectively owned [ ] LG Studios common shares, or approximately [ ]% of the outstanding LG Studios common shares.

Voting of Proxies

Whether you are a shareholder of record or a “non-registered” shareholder, you may direct how your LG Studios common shares are voted without attending the LG Studios Special Meeting.

If you are a shareholder of record, you may submit a proxy to authorize how your shares are to be voted at the LG Studios Special Meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint proxy statement/prospectus. If you are a “non-registered” shareholder, you may also submit your voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of LG Studios. If you are a shareholder of record, your proxy must be received by telephone or the Internet by [ ] (Eastern Time) on [    ] in order for your shares to be voted at the LG Studios Special Meeting. If you are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the LG Studios Special Meeting, although “non-registered” shareholders must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the LG Studios Special Meeting.

How to Revoke Your Proxy

If you are a shareholder of record, even after you have submitted your proxy, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “Voting of Proxies” (your latest-received voting instructions will be followed). If you are a “non-registered” shareholder, you should contact your intermediary to find out how to change or revoke your voting instructions within the time described above under “Voting of Proxies.” If you are a shareholder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the LG Studios Special Meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the chair of the LG Studios Special Meeting at the meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the LG Studios Special Meeting in person and so request, although attendance at the LG Studios Special Meeting will not by itself revoke a previously granted proxy.

Voting in Person

If you are a holder of record of LG Studios common shares, you have the right to vote in person at the LG Studios Special Meeting.

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If you choose to do so, you can vote using the ballot that will be provided at the LG Studios Special Meeting, or, if you requested and received printed copies of this joint proxy statement/prospectus and related meeting materials by mail, you can complete, sign and date the proxy card enclosed with this joint proxy statement/prospectus you received and submit it at the LG Studios Special Meeting. If you are a “non-registered” shareholder, you may not vote your shares in person at the LG Studios Special Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote the LG Studios common shares at the LG Studios Special Meeting.

Even if you plan to attend the LG Studios Special Meeting, LG Studios recommends that you submit your proxy or voting instructions in advance of the LG Studios Special Meeting as described in this joint proxy statement/prospectus, so that your vote will be counted if you later decide not to attend the LG Studios Special Meeting.

At the LG Studios Special Meeting, a representative from Broadridge shall be appointed to act as scrutineer. The scrutineer will determine the number of LG Studios common shares represented at the LG Studios Special Meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to LG Studios.

Abstentions and Broker Non-Votes

Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. There will be no broker non-votes at the LG Studios Special Meeting, because it is expected that all proposals to be voted on at the LG Studios Special Meeting will be “non-routine” matters. A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions.

Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of outstanding shares or the number of shares present at the annual meeting and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting. Accordingly, an abstention will not have any impact on any of the proposals to be voted on at the LG Studios Special Meeting.

Shares represented by broker non-votes will have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting. Accordingly, a broker non-vote will have the no effect with respect to the proposals submitted for consideration at the LG Studios Special Meeting.

Required Votes

• Proposal No. 1: The affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of LG Studios common shares present or represented by proxy at the LG Studios Special Meeting is required for the LG Studios Reorganization Proposal. LG Studios common shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 1.

• Proposal No. 2: The affirmative vote of the holders of at least two-thirds (66 2/3%) of the votes cast by holders of LG Studios common shares present or represented by proxy at the LG Studios Special Meeting is required for the non-binding advisory vote to approve several governance provisions that will be contained in the New Lionsgate Articles and that substantially affect LG Studios shareholder rights. Regardless of the outcome of the non-binding advisory vote on the LG Studios Advisory Organizational Documents Proposals, the New Lionsgate Articles will be adopted by New Lionsgate as part of the Transactions, assuming the approval of the LG Studios Reorganization Proposal and the

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completion of the transactions. LG Studios common shares not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of Proposal No. 2.

Note that if your LG Studios common shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on Proposal No. 1 and Proposal No. 2, unless you provide instructions to him or her regarding how you would like your shares to be voted.

For purposes of determining the number of votes cast, only shares of LG Studios common shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of the LG Studios proposals.

Adjournments

The LG Studios Special Meeting may be adjourned or postponed from time to time by LG Studios in accordance with the terms of the LG Studios Articles and the Arrangement Agreement, subject to the LG Studios Interim Order.

If a quorum is not present within one-half hour from the time set for holding the LG Studios Special Meeting, the meeting stands adjourned to the same day in the next week at the same time and place. If, at the re-convened LG Studios Special Meeting, a quorum is not present within one-half hour from the time set for holding the meeting, the person(s) present and being, or representing by proxy, one or more LG Studios shareholders entitled to attend and vote at the meeting constitute a quorum.

The chair of the LG Studios Special Meeting may, in its discretion, and if directed by the LG Studios shareholders at the meeting must, adjourn the meeting from time to time and from place to place. No business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

The Arrangement Agreement provides that LG Studios may adjourn, postpone or cancel the LG Studios Special Meeting for any reason, including as required for quorum purposes (in which case the LG Studios Special Meeting may be adjourned and not cancelled).    

If the LG Studios Special Meeting is adjourned for less than 30 days, it is not necessary to give the LG Studios shareholders notice of the adjourned meeting or the business to be transacted at an adjourned meeting. If the LG Studios Special Meeting is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting must be given to the LG Studios shareholders as for an original meeting.

The record date for LG Studios shareholders entitled to notice of and to vote at the LG Studios Special Meeting will not change in respect of any adjournment(s) or postponement(s) of the LG Studios Special Meeting unless notice must be given to the LG Studios shareholders as for an original meeting. Proxies submitted for the LG Studios Special Meeting will be, unless otherwise revoked, valid for adjournment(s) or postponement(s) of the LG Studios Special Meeting.

Proxy Solicitation

LG Studios will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing the notice of LG Studios Special Meeting, this joint proxy statement/prospectus and related meeting materials. In addition to the use of mail, LG Studios’ employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. LG Studios’ employees will receive no compensation for soliciting proxies other than their regular salaries. LG Studios may request banks, brokers and other custodians, nominees and fiduciaries to forward copies

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of this joint proxy statement/prospectus and related meeting materials to their principals and to request authority for the execution of proxies, and LG Studios will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. LG Studios will compensate only independent third-party agents that are not affiliated with LG Studios but who solicit proxies. LG Studios has retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of this joint proxy statement/prospectus and related materials and solicitation of proxies on its behalf for an estimated fee of $[    ] plus reimbursement of certain out-of-pocket expenses.

Interest of Certain Persons or Companies in Matter to Be Acted upon

No person who has been a director or executive officer of LG Studios at any time since the commencement of LG Studios’ last completed financial year and no associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matter to be acted upon at the LG Studios Special Meeting, except as disclosed in this joint proxy statement/prospectus with respect to the LG Studios Reorganization Proposal (see “Risk Factors—Risks Related to the Transactions—The executive officers and directors of Lionsgate and the executive officers and directors of LG Studios have interests in the Transactions that may be different from, or in addition to, the interests of Lionsgate’s shareholders and LG Studios’ shareholders” and “The Transactions—Interests of LG Studios Directors and Officers in the Transactions” for a more detailed description of these interests.”

Based on their beneficial ownership of LG Studios common shares, directors and executive officers of LG Studios may have interests in LG Studios that differ from, or are in addition to, your interests. You should take these interests into account in considering whether to approve the proposals set forth in this joint proxy statement/prospectus to be voted on at the LG Studios Special Meeting.

Information about beneficial ownership of LG Studios common shares by the directors and executive officers of LG Studios is described in more detail under the heading “Share Ownership of Management.”

Interest of Informed Persons in Material Transactions

Other than as set out elsewhere in the joint proxy statement/prospectus, no informed person of LG Studios has had any material interest, direct or indirect, in any transaction since the commencement of LG Studios’ most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect LG Studios or any of its subsidiaries. An “informed person” is defined as (a) a director or executive officer of LG Studios; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of LG Studios; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of LG Studios or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of LG Studios other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) LG Studios that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. The LG Studios directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their indirect ownership in LG Studios common shares or as otherwise described in the section entitled “The Transactions—Interests of LG Studios’ Directors and Officers in the Transactions.”

Proposal No. 1: Special Resolution of LG Studios Common Shares Adopting Statutory Plan of Arrangement Pursuant to Section 288 of the BC Act

LG Studios is proposing that holders of LG Studios common shares to approve the Plan of Arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) pursuant to which the Transactions will be completed. LG Studios shareholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the Arrangement Agreement, the form of which is attached as

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Annex D to this proxy statement/prospectus statement. For additional information regarding the Transactions, the arrangement and a summary of certain terms of the Arrangement Agreement, please see the sections of this proxy statement/prospectus entitled “The Transactions” and “Risk Factors—Risks Related to the Transactions”. You are urged to read carefully the Arrangement Agreement, the Separation Agreement and the other separation-related agreements in their entirety before voting on this proposal.

Vote Required for Approval

Approval of the LG Studios Reorganization Proposal requires the affirmative vote of the holders of at least two-thirds (66 2/3%) of the LG Studios common shares that were present or represented by proxy at the LG Studios Special Meeting. Note that if your LG Studios common shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on Proposal No. 1, unless you provide instructions to him or her regarding how you would like your shares to be voted.

THE LG STUDIOS BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE LG STUDIOS REORGANIZATION PROPOSAL.
	FOR

Proposal No. 2: The LG Studios Advisory Organizational Documents Proposals

As required by applicable SEC guidance, LG Studios is requesting that LG Studios shareholders consider and vote upon, on a non-binding advisory basis, several governance provisions that will be contained in the New Lionsgate Articles and that substantially affect LG Studios shareholder rights. Consistent with SEC guidance, LG Studios is submitting these proposals to its shareholders for approval to give shareholders the opportunity to present their separate views on governance provisions. Regardless of the outcome of the non-binding advisory vote on the LG Studios Advisory Organizational Documents Proposals, the New Lionsgate Articles will take effect at the Arrangement Effective Time, assuming the Lionsgate Transactions Proposal and the LG Studios Reorganization Proposal are approved and the transactions are completed. In the Arrangement Agreement, Lionsgate, LG Studios and New Lionsgate have agreed that, at the Closing, New Lionsgate will amend its existing articles to be substantially in the form set forth as Annex H to this proxy statement/prospectus (the “New Lionsgate Articles”). There are certain differences in the rights of LG Studios shareholders prior to the Transactions under the LG Studios Articles and the rights of New Lionsgate shareholders after the Transactions under the New Lionsgate Articles. For more information, please see the section entitled “Comparison of Rights of Holders of Lionsgate Securities Before the Transactions with Rights of Holders of New Lionsgate Securities and Starz Securities After the Transactions.”

The following sets forth a summary of the principal proposed changes to be made between the LG Studios Articles and the New Lionsgate Articles. This summary is qualified by reference to the complete text of the New Lionsgate Articles, the form of which is attached to this proxy statement/prospectus as Annex H. You are encouraged to read the New Lionsgate Articles in their entirety for a more complete description of the terms of the New Lionsgate Articles.

Proposal Number	LG Studios Articles	New Lionsgate Articles
2(a)	Change in Authorized Share Capital
	The authorized share capital of LG Studios consists of shares of the class or classes and series, if any, described in the notice of articles of LG Studios. The authorized share capital of LG Studios consists of an	Immediately following the completion of the Transactions, the authorized share capital of New Lionsgate will consist of shares of the class or classes and series, if any, described in the notice of articles of New Lionsgate.

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Proposal Number	LG Studios Articles	New Lionsgate Articles
	unlimited number of voting common shares without par value. The voting common shares of LG Studios do not have special rights or restrictions attached.	The authorized share capital of New Lionsgate will consist of: (i) 200,000,000 preference shares without par value and (ii) an unlimited number of voting common shares without par value. The special rights or restrictions to which the preference shares are subject are further described in the New Lionsgate Articles. See Article [ ] of the New Lionsgate Articles.

2(b)	Quorum at Shareholder Meetings
	The quorum for the transaction of business at a meeting of shareholders of LG Studios is one or more persons who are, or who represent by proxy, one or more shareholders who, in the aggregate, hold at least 33 1/3% of the issued shares entitled to be voted at the meeting.	The quorum for the transaction of business at a meeting of shareholders of New Lionsgate is two persons who are, or who represent by proxy, one or more shareholders who, in the aggregate, hold at least 10% of the issued shares entitled to be voted at the meeting. See Article [ ] of the New Lionsgate Articles.

Reasons for the Approval of the LG Studios Advisory Organizational Documents Proposals

LG Studios is a British Columbia corporation. The proposed New Lionsgate Articles are consistent with British Columbia law. In addition, the proposed New Lionsgate Articles are materially consistent with the current articles of LG Studios. Additional reasons for the sub-proposals to be voted on by LG Studios shareholders are as follows:

Proposal No. 2(a): Change in Authorized Share Capital

The New Lionsgate authorized share capital will include 200,000,000 preference shares without par value that may be issued in series as authorized and approved by the directors of New Lionsgate. The current LG Studios authorized capital does not include preference shares.

Reasons for the Change in Authorized Share Capital

The principal purpose of this proposal is to provide for adequate authorized capital and flexibility for future issuances of shares if determined by the New Lionsgate Board to be in the best interests of the business following completion of the Transactions, without incurring the risk, delay and potential expense incident to obtaining New Lionsgate shareholder approval for a particular issuance. The current LGEC authorized capital includes 200,000,000 preference shares and this proposal maintains that class of unissued, authorized capital.

Please see the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate” for more information about the anticipated capitalization of LG Studios following the completion of the Transactions.

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Proposal No. 2(b): Quorum at Shareholder Meetings

The quorum required of LG Studios shareholders to make decisions on business transacted at a meeting of shareholders of LG Studios will be reduced from at least 33 1/3% of the issued shares entitled to be voted at the meeting to at least 10% of the issued shares entitled to be voted at the meeting.

Reasons for the Change of Quorum Requirements

This principal purpose of this proposal is to provide for consistency with the Lionsgate Articles, which have the 10% quorum, and LGEC’s current shareholder expectations. A lower quorum also ensures that a company’s more active shareholders participate in corporate decision-making processes, making it more efficient and manageable, while still maintaining a meaningful representation of shareholder interests.

THE LG STUDIOS BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF EACH OF THE LG STUDIOS ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.
	FOR

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THE TRANSACTIONS

Structure of the Transactions

The Transactions will result in the separation of the LG Studios Business from the Starz Business through a series of steps that will result in the pre-transaction shareholders of LGEC owning shares in two separate public companies: (1) LGEC, which will be renamed “Starz Entertainment Corp.” and will hold, directly and through subsidiaries, the Starz Business, and will continue to be owned by LGEC shareholders, and (2) New Lionsgate, which will be renamed “Lionsgate Studios Corp.” and will hold, directly and through subsidiaries, the LG Studios Business, and will be owned by LG Studios shareholders and LGEC shareholders.

The Transactions will consist of elements of a typical Canadian “spinoff” and be completed through the Plan of Arrangement, which is a British Columbia statutory procedure providing for approval with respect to fairness and supervision with respect to procedure by the BC Court. The Plan of Arrangement is subject to approval by the shareholders of LGEC, the shareholders of LG Studios and the BC Court. As currently contemplated, the Transactions will occur on a taxable basis to the shareholders of LGEC under the Canadian Tax Act, with non-residents of Canada expected to be exempt from Canadian income tax on any gains realized. 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 on the exchange of LG Studios common shares for New Lionsgate new common shares.

With respect to dissent rights, it is Lionsgate’s intention and expectation that, under the Interim Orders, registered shareholders of Lionsgate as of the Record Date will be granted the right to dissent in respect of the Lionsgate Transactions Proposal, and registered shareholders of LG Studios as of the Record Date will be granted dissent rights in respect of the LG Studios Reorganization Proposal (collectively, the “dissent rights”), provided they strictly follow the procedures specified in Section 237 through Section 247 of the BC Act, as modified by the Plan of Arrangement, the applicable Interim Order, and any other order of the BC Court.

Shareholders of Lionsgate or LG Studios who are not shareholders of record and wish to dissent should be aware that only registered shareholders are entitled to dissent rights. Accordingly, non-registered shareholders of Lionsgate or LG Studios who wish to exercise the dissent rights must make arrangements for the registered holder of such Lionsgate shares or LG Studios shares, as applicable, to dissent on their behalf. For additional information, see “—Dissent Rights” below.

In connection with the completion of the Transactions, among other things:

• LGEC shareholders will first receive, in exchange for each outstanding LGEC Class A share that they hold:

• One (1) New Lionsgate Class A share; and

• One (1) New Lionsgate Class C preferred share.

• LGEC shareholders will first receive, in exchange for each outstanding LGEC Class B share that they hold:

• One (1) New Lionsgate Class B share; and

• One (1) New Lionsgate Class C preferred share.

• LGEC will change its name to Starz Entertainment Corp. and create a new class of voting common shares, the Starz common shares.

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• New Lionsgate will create a new class of common shares without par value (the “New Lionsgate new common shares”) and New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each:

• New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares; and

• New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share and one (1) Starz common share.

• Such exchange transactions by LGEC shareholders are collectively referred to as the “Second Share Exchange.”

• As a result of the steps described above, each of New Lionsgate and Starz will have a single class of “one share, one vote” common shares.

• Following the Second Share Exchange, pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

• LG Studios shareholders, other than New Lionsgate and dissenting shareholders will receive, in exchange for each LG Studios common share, without par value (“LG Studios common shares”), they hold, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the LG Studios Flip Shares (the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage will equal the quotient, expressed as a percentage, of (1) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time and held by LG Studios shareholders other than the LG Sirius Owned Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change prior to the Arrangement Effective Time. The LG Studios common shares will be delisted from Nasdaq and deregistered under the Exchange Act.

• New Lionsgate will change its name to “Lionsgate Studios Corp.”

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The following diagram depicts Lionsgate’s simplified current organizational and ownership structures prior to completion of the Transactions.

The following diagram depicts LG Studios’ simplified current organizational and ownership structures prior to completion of the Transactions.

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The following diagrams depict New Lionsgate’s and Starz’s simplified organizational and ownership structures and immediately following the completion of the Transactions.

Background of the Transactions

The Separation of the Starz Business and the LG Studios Business

The Starz Business consists of the distribution of STARZ-branded premium subscription video services through over-the-top platforms and distributors on a direct to-consumer basis through the STARZ-branded app and through multichannel video programming distributors. An entity holding the Starz Business was incorporated in Delaware in 2006 and operated as a wholly-owned subsidiary of Liberty Media Corporation prior to becoming a separate public company in 2013. Lionsgate acquired the Starz Business in 2016.

On November 4, 2021, Lionsgate announced that it was exploring potential capital markets alternatives for the Starz Business including, but not limited to, a full or partial spin-off, split-off, issuance of a tracking stock or other transactions intended to separate the Starz Business into an independent public company. With the assistance of investment and financial advisors, which, at such time, included Morgan Stanley & Co., LLC (“Morgan Stanley”), PJT Partners and LionTree, Lionsgate considered several separation structures, including a spin-off of 80% to 100% of the Starz Business to current shareholders, a spin-off of the Starz Business with a primary investment from a sponsor at a pre-determined valuation (a so-called sponsored spin), a public offering of up to 20% of an entity holding the Starz Business followed by a spin-off of the Starz Business (a so-called sub-IPO), a reverse merger of the Starz Business into a special purpose acquisition company with a concurrent private capital investment, and a sale of solely the international portion of the Starz Business. Exploratory discussions began with potential strategic and financial partners regarding all of these structures but such discussions did not ultimately result in a transaction.

On May 26, 2022, Lionsgate disclosed that it was engaged in a process to create a structure to allow investors to evaluate and value the Starz Business and the LG Studios Business separately by spinning off the Starz Business. This focus was informed by discussions with potential strategic and financial partners that leaned towards a spin-off compared to other proposed alternative structures. Accordingly, through its advisors, Lionsgate continued preliminary and high-level discussions of a potential spin-off, including a potential sponsored spin-off, of the Starz Business.

On August 2, 2022, based on the fact that potential strategic and financial partners had expressed preliminary interest in both the Starz Business and the LG Studios Business, Lionsgate disclosed that the potential structure it was considering included a potential wider range of options.

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On September 28, 2022, Lionsgate announced that it remained on a path to separating the Starz Business and the LG Studios Business, and had increased its focus on spinning off the LG Studios Business. This shift to a focus on the spin-off of the LG Studios Business rather than the Starz Business was due, in part, to further financial, tax and regulatory analysis.

On November 3, 2022, Lionsgate discussed that it had determined to separate the Starz Business and LG Studios Business by means of a spin-off of the LG Studios Business. The Lionsgate Board believes that separating the Starz Business and the LG Studios Business into two independent, publicly traded companies will best serve shareholders for several reasons. First, a separation will allow New Lionsgate to better highlight opportunities and value within its motion picture and television production and distribution business, fueling growth of its library, while enabling Starz to focus on scaling its business cost-effectively and capitalizing on bundling and packaging opportunities. Additionally, a separation will allow New Lionsgate and Starz to allocate financial resources toward their specific needs, supporting New Lionsgate’s content expansion and allowing Starz to prioritize subscriber growth, profitability, and content development. A separation will also allow each company to clearly present its unique investment thesis—New Lionsgate as a pure-play content studio and Starz as a pure-play premium subscription platform—attracting long-term investors aligned with each business model and providing two distinct, targeted investment opportunities. See “—Lionsgate’s and LG Studios’ Reasons for the Transactions; Recommendation of the Lionsgate Board and the LG Studios Board.”

On March 31, 2023, Lionsgate announced that it expected the spin-off to be completed on previously communicated timelines, subject to market and other conditions.

On July 12, 2023, Lionsgate announced the public filing of a registration statement with the SEC in anticipation of the separation of the LG Studios Business and Starz Businesses.

On August 9, 2023, Lionsgate held an investor conference call in connection with the reporting of its results of operations for its first quarter of fiscal 2024. On the call, Messrs. Feltheimer and Barge discussed the steps that Lionsgate was taking to create an efficient capital structure in anticipation of the separation of the LG Studios Business and Starz Businesses.

On November 9, 2023, Lionsgate held an investor conference call in connection with the reporting of its results of operations for its second quarter of fiscal 2024. On the call, Lionsgate’s management discussed strategic and operational steps being taken in anticipation of the separation of the LG Studios Business and Starz Businesses.

On December 22, 2023, Lionsgate entered into a business combination transaction pursuant to a business combination agreement (the “Business Combination Agreement”), that was then consummated on May 13, 2024, with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and wholly-owned subsidiary of SEAC (“New SEAC”), LG Sirius, LG Orion Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Lionsgate (“StudioCo”) and other affiliates of SEAC. Pursuant to the terms and conditions of the Business Combination Agreement, the LG Studios Business was combined with SEAC through a series of transactions, including an amalgamation of StudioCo and New SEAC under a Canadian Plan of Arrangement (the “Business Combination”). Morgan Stanley acted as financial advisor to Lionsgate in connection with the Business Combination. In connection with the closing of the Business Combination, New SEAC changed its name to “Lionsgate Studios Corp.” and continued the existing business operations of StudioCo, consisting of the LG Studios Business of Lionsgate. The LG Studios Business consists of the businesses of Lionsgate’s Motion Picture and Television Production segments, together with substantially all of Lionsgate’s’ corporate general and administrative functions and costs. LG Studios became a separate publicly traded company and its single class of common shares commenced trading on Nasdaq under the symbol “LION” on May 14, 2024.

On January 4, 2024, Lionsgate held an investor presentation conference call in connection with the Business Combination. On the call, Lionsgate’s management discussed the framing and rationale for the transaction, and how it could facilitate an eventual separation of the LG Studios Business and the Starz Business.

On February 6, 2024, the Lionsgate Board held a meeting to discuss, among other matters, the path towards the planned separation of the LG Studios Business from the Starz Business.

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On February 8, 2024, Lionsgate held an investor conference call in connection with the reporting of its results of operations for its third quarter of fiscal 2024. On the call, Lionsgate’s management discussed steps that Lionsgate had taken to strengthen its business in anticipation of the separation of the LG Studios Business and the Starz Business, including completing the acquisition of all of the issued and outstanding equity interests of the companies constituting the Entertainment One television and film business from Hasbro, Inc., increasing its equity investment in 3 Arts Entertainment, and announcing the Business Combination.

On May 13, 2024, Lionsgate consummated the Business Combination. Approximately 87.8% of the total shares of LG Studios continued to be held by Lionsgate, while other shareholders owned approximately 12.2% of LG Studios, immediately following the closing of the Business Combination.

On May 14, 2024, LG Studios became a separate publicly-traded company and its common shares commenced trading on Nasdaq under the symbol “LION”.

On May 21, 2024, the Lionsgate Board held a meeting to further discuss, among other matters, the planned separation of the LG Studios Business from the Starz Business. Discussion included next steps in anticipation of the separation of the LG Studios Business and the Starz Business, including certain tax, accounting and legal considerations, as well as a proposed timeline for completion.

On May 23, 2024, Lionsgate held an investor conference call in connection with the reporting of its results of operations for its fourth quarter and fiscal year end 2024. On the call, Lionsgate’s management discussed additional ways that it had begun to prepare the operations and balance sheets of the LG Studios Business and the Starz Business in anticipation of the planned separation.

On August 6, 2024, the Lionsgate Board held a meeting to discuss, among other matters, next steps in anticipation of the separation of the LG Studios Business and the Starz Business.

On August 8, 2024, Lionsgate held an investor conference call in connection with the reporting of its results of operations for its first quarter of fiscal 2025. On the call, Lionsgate’s management discussed its continued reasoning for the planned separation, as well as other additional steps that had been taken in anticipation of the planned separation of the LG Studios Business and the Starz Business.

Dual-Class Capital Structure

On September 28, 2023, Neuberger Berman Investment Advisers LLC, holder of LGEC Class A shares and LGEC Class B shares, notified Lionsgate of its intent to present a shareholder proposal for consideration at Lionsgate’s 2023 annual general and special meeting of shareholders (the “2023 Annual General and Special Meeting”) to request that “the Lionsgate Board take all reasonable and necessary steps (excluding those steps that must be taken by shareholders) to adopt a plan of arrangement or other recapitalization plan that would eliminate the dual-class share structure of the Company and any subsidiary or company that it intends to separate into a new public company, and to ensure that each outstanding share of common stock has one vote” (the “2023 Shareholder Proposal”). The 2023 Shareholder Proposal was included in Lionsgate’s definitive proxy statement for the 2023 Annual General and Special Meeting (the “2023 Proxy Statement”) in accordance with Rule 14a-8 under the Exchange Act. The Lionsgate Board did not make any recommendation on this proposal but stated in the 2023 Proxy Statement that it appreciated the 2023 Shareholder Proposal and would continue to evaluate whether a single or dual-class share structure is the most appropriate share structure for executing its strategic initiatives.

On November 28, 2023, Lionsgate held its 2023 Annual General and Special Meeting and LGEC shareholders voted upon the 2023 Shareholder Proposal (the “2023 Shareholder Proposal Vote”). At the 2023 Annual General and Special Meeting, the 2023 Shareholder Proposal was approved.

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On December 8, 2023, the Nominating and Corporate Governance Committee of the Lionsgate Board held a meeting to discuss, among other matters, the results of the 2023 Shareholder Proposal Vote, related matters including voting guidelines and policy reports from shareholder services on dual-class share structure collapses, and any further steps to be taken by the Lionsgate Board.

On January 4, 2024, Lionsgate held an investor presentation conference call in connection with the Business Combination (which was consummated on May 13, 2024). On the call, Mr. Burns discussed the possibility of a reclassification transaction and reiterated his belief that it could be completed “closer to separation.”

On February 5 and 6, 2024, the Nominating and Corporate Governance Committee of the Lionsgate Board held meetings to continue its discussion regarding the results of the 2023 Shareholder Proposal Vote and various related matters. At the meetings, Lionsgate’s U.S. and Canadian legal advisors reviewed certain legal considerations including duties applicable to the Lionsgate Board under U.S. and Canadian law in exercising its business judgment in responding to shareholder proposals and, specifically, the results of the 2023 Shareholder Proposal Vote. The Nominating and Corporate Governance Committee of the Lionsgate Board also reviewed how shareholder votes for, against, abstentions and broker-non votes are treated under Canadian law, and procedures associated with the preparation and calling of a shareholder meeting to consider a dual-class share structure collapse and its proposed implementation thereafter.

After discussion, the Nominating and Corporate Governance Committee of the Lionsgate Board approved having Lionsgate’s management consider the feasibility, timing and appropriateness of the collapse of the Lionsgate’s dual-class share structure in light of Lionsgate’s current strategic initiatives, and retaining an investment bank to provide additional information as to the potential dual class share structure collapse.

From February to May 2024, the Lionsgate Board and the Nominating and Corporate Governance Committee of the Lionsgate Board continued discussions with respect to the feasibility, timing and appropriateness of the collapse of Lionsgate’s dual-class share structure in light of Lionsgate’s current strategic initiatives.

On May 21, 2024, the Lionsgate Board held a meeting at which it resolved that the Nominating and Corporate Governance Committee of the Lionsgate Board form a special committee of the Lionsgate Board (the “Lionsgate Special Committee”) to recommend to the Lionsgate Board whether a collapse of Lionsgate’s dual-class share structure was feasible and in the best interest of Lionsgate’s shareholders, and if so, with the assistance of Lionsgate’s management and outside independent consultants, to advise on the appropriate structure and timing of its implementation.

On May 23, 2024, Lionsgate held an investor conference call in connection with the reporting of its results of operations for its fourth quarter and fiscal year ended March 31, 2024. On the call, Mr. Burns noted, among other matters, that Lionsgate had been working with outside advisors in assessing the collapse of Lionsgate’s dual-class share structure, as well as the parameters for a premium in favor of holders of LGEC Class A shares in connection with the collapse. Mr. Burns further stated that Lionsgate’s management believed that a vote to collapse Lionsgate’s dual-class share structure should be undertaken in combination with an eventual vote to fully separate the LG Studios Business and the Starz Business, and in turn, that the Lionsgate Board had authorized the formation of the Lionsgate Special Committee to work with Lionsgate’s management to further consider the share structure collapse and otherwise work with Lionsgate’s management and the entire Lionsgate Board towards a full separation.

In May and June 2024, the Nominating and Corporate Governance Committee of the Lionsgate Board held several meetings to review and discuss the formation of the Lionsgate Special Committee and its size, duties and responsibilities, including a proposed operating charter.

On June 14, 2024, the Nominating and Corporate Governance Committee of the Lionsgate Board held a meeting where it reviewed and approved the formation of the Lionsgate Special Committee, comprised of

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Messrs. Sloan (Chair), Harkey, Crawford and Ms. McCaw, each of whom was determined to have no direct or indirect material relationship with Lionsgate (other than as a director and shareholder of Lionsgate), to be independent of management of Lionsgate, and to be free of any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with his or her ability to act with a view to the best interests of Lionsgate in the context of a potential dual-class share structure collapse. At its meeting, the Nominating and Corporate Governance Committee of the Lionsgate Board also adopted a charter for the Lionsgate Special Committee (the “Lionsgate Special Committee Charter”) and recommended that the Lionsgate Board approve and adopt the same.

On June 14, 2024, the Lionsgate Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Lionsgate Board, resolved to form the Lionsgate Special Committee, comprised of Messrs. Sloan (Chair), Harkey, Crawford and Ms. McCaw, and to approve the Lionsgate Special Committee Charter.

The first meeting of the Lionsgate Special Committee was held on June 20, 2024. At the meeting, the Lionsgate Special Committee engaged Gibson Dunn & Crutcher, LLP (“Gibson Dunn”) as its independent U.S. counsel and Dentons Canada LLP (“Dentons”) as its Canadian counsel. The Lionsgate Special Committee also reviewed and approved the Lionsgate Special Committee Charter, outlined its proposed workplan, and reviewed certain legal considerations and duties applicable to the Lionsgate Special Committee in exercising its business judgment in exploring the potential terms of a potential collapse of Lionsgate’s dual-class share structure. The Lionsgate Special Committee also considered proposals from several investment banks for advisory services regarding dual-class share structure reclassifications, which would ultimately include the delivery of a fairness opinion in connection with the Transactions.

In June and July 2024, the Lionsgate Special Committee engaged in a series of meetings, including discussions with advisors and other stakeholders, to evaluate the potential collapse of Lionsgate’s dual-class share structure. Present at all Lionsgate Special Committee meetings were representatives from Gibson Dunn, Dentons, and Lionsgate (other than for executive portions of such meetings). Representatives from Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) and Kroll, LLC (“Kroll”), financial advisors to the Lionsgate Special Committee, were present for portions of many of these meetings. Following the engagement of both Houlihan Lokey and Kroll, each of Houlihan Lokey’s and Kroll’s participation at these meetings was limited to those segments where their respective analyses and recommendations were directly under consideration. Materials prepared by Houlihan Lokey were not shared with Kroll; materials prepared by Kroll were not shared with Houlihan Lokey; the Lionsgate Special Committee’s discussions with each advisor were conducted without the other present; and each financial advisor performed its analysis independently without involvement of the other. Representatives of MHR Fund Management, LLC (“MHR Fund Management”), the largest holder of LGEC Class A shares and the second largest holder of LGEC Class B shares, were provided with copies of materials prepared by Houlihan Lokey and Kroll, respectively, and were given the opportunity to present their interpretation of implied premiums paid in select precedent reclassification transactions to Houlihan Lokey and Kroll on separate occasions, as well as to the Lionsgate Special Committee. Additionally, during discussions held with MHR Fund Management and other holders of LGEC Class A shares, analyses provided by Kroll and Houlihan Lokey provided support for, but did not determine, the appropriate premium discussed with such shareholders, or the premium ultimately adopted by the Lionsgate Special Committee and proposed to the Lionsgate Board.

The Lionsgate Special Committee determined to engage Houlihan Lokey as one of its independent financial advisors based on, among other things, Houlihan Lokey’s experience and reputation, and discussed potential conflicts of interest with respect to the engagement. The Lionsgate Special Committee, Lionsgate and Houlihan Lokey entered into an engagement letter dated as of June 21, 2024 in connection with the Lionsgate Special Committee’s review and evaluation of the proposed reclassification.

On June 26, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons, Gibson Dunn and Houlihan Lokey in attendance. At the meeting, the Lionsgate Special Committee formally resolved to

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engage Houlihan Lokey to advise the Lionsgate Special Committee in connection with the potential reclassification. At the meeting, representatives of Houlihan Lokey discussed the scope of their engagement and discussed with the Lionsgate Special Committee certain aspects of the potential collapse of Lionsgate’s dual-class share structure. After discussion amongst the committee members and with its advisors, the Lionsgate Special Committee resolved to recommend to the Lionsgate Board that the potential collapse of Lionsgate’s dual-class share structure is in the best interests of Lionsgate and its shareholders. The Lionsgate Special Committee determined that the potential collapse would be in the best interests of Lionsgate and its shareholders for several key reasons. First, the Lionsgate Special Committee believed that a potential reclassification would strengthen corporate governance by better aligning shareholder voting power with actual economic interests, consistent with the ownership structures of most U.S. listed public companies. This is in line with policies of proxy advisory firms and institutional investors, and is supported by a number of holders of LGEC Class A shares and LGEC Class B shares. The Lionsgate Special Committee also believed that a potential reclassification would simplify Lionsgate’s capital structure and potentially broaden its investor base, as certain institutional investors avoid investing in companies with dual-class share structures. Additionally, the Lionsgate Special Committee believed that single-class stocks typically have greater liquidity, facilitating the ability of shareholders at all levels to trade in Lionsgate’s equity. The Lionsgate Special Committee also believed that a potential reclassification could enhance Lionsgate’s ability to use stock as currency, potentially facilitating strategic transactions that unlock value or lead to positive re-ratings of Lionsgate’s share price.

On June 28, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons, Gibson Dunn and Houlihan Lokey in attendance. Houlihan Lokey discussed certain aspects of the potential reclassification with the Lionsgate Special Committee including preliminary financial perspectives that involved a review of, among other things, precedent reclassification transactions and the historical trading activity of Lionsgate’s two classes of common shares. After discussion, the Lionsgate Special Committee resolved to initiate communication with certain holders of LGEC Class A shares, including MHR Fund Management, Liberty Global Ltd., and Liberty 77 Capital L.P., to gauge their preliminary perspective regarding the viability of a 9.5-10% premium to holders of LGEC Class A shares. The Lionsgate Special Committee determined that initial discussions around a premium of 9.5-10% were appropriate at such time because of, among others, the following reasons: the implied premiums included in select precedent reclassification transactions (which included transactions where no premium was paid) supported this percentage; an illustrative 10% premium would result in an approximate 3.4% premium to Lionsgate’s overall market capitalization; recent research analyst commentary suggesting a premium in such a range; and such a premium was near the average trading premium of LGEC Class A shares over LGEC Class B shares since May 2024, when Lionsgate publicly announced the formation of the Lionsgate Special Committee.

On July 2, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons, Gibson Dunn and Houlihan Lokey in attendance. At the meeting, members of the Lionsgate Special Committee continued to discuss the potential reclassification, including feedback from shareholders.

Thereafter, over the next two weeks, the Lionsgate Special Committee and its advisors continued discussing the proposed reclassification. The Lionsgate Special Committee reviewed the illustrative number of Lionsgate shares that would be issued based on reclassification premiums ranging from 10%-15%, the ratio of total premium to Lionsgate’s then-current market capitalization based on reclassification premiums ranging from 10%-15%, economic accretion and voting rights dilution to current Lionsgate shareholders based on reclassification premiums ranging from 10%-15%, and historical trading premiums of LGEC Class A shares over LGEC Class B shares.

On July 12, 2024, the Lionsgate Special Committee authorized Houlihan Lokey and Gibson Dunn to meet with MHR Fund Management. At this meeting, they discussed the proposed reclassification as well as materials that had been discussed with the Lionsgate Special Committee.

On July 16, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons, Gibson Dunn, Houlihan Lokey and Kroll in attendance. At the meeting, the Lionsgate Special Committee resolved to

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engage Kroll to advise the Lionsgate Special Committee in connection with the proposed reclassification and conduct a study as to the fairness, from a financial perspective, to holders of LGEC Class A shares, in connection with a proposed reclassification. The Lionsgate Special Committee noted that it would be prudent to have a separate advisor opine as to fairness, from a financial perspective, to each class of Lionsgate capital stock and intended to request Houlihan Lokey to provide an opinion as to the fairness, from a financial point of view, to holders of LGEC Class B shares. The Lionsgate Special Committee determined to engage Kroll as one of its independent financial advisors based on, among other things, Kroll’s experience and reputation, and discussed potential conflicts of interest with respect to the engagement. The Lionsgate Special Committee, Lionsgate and Kroll entered into an engagement letter dated as of July 14, 2024 in connection with the Lionsgate Special Committee’s review and evaluation of the proposed reclassification. At the meeting, the Lionsgate Special Committee also received an update regarding discussions held with MHR Fund Management earlier in the week, and continued to review the proposed reclassification.

On July 18, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons, Gibson Dunn, Houlihan Lokey and Kroll in attendance. At the meeting, by invitation of the Lionsgate Special Committee, representatives of MHR Fund Management (including Mr. Rachesky, Founder and Chief Investment Officer of MHR Fund Management, and Ms. Fine, principal of MHR Fund Management) and its advisors presented their perspective on the potential reclassification and an appropriate premium to be payable to holders of LGEC Class A shares in connection with a reclassification.

On July 19, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons, Gibson Dunn, Houlihan Lokey and Kroll in attendance. At the meeting, representatives of Kroll discussed the proposed reclassification with the Lionsgate Special Committee. The Lionsgate Special Committee discussed the appropriateness of revising the potential premium, above the 9.5-10% range previously contemplated, in order to receive the necessary shareholder support. The Lionsgate Special Committee emphasized that any adjustment in the premium should fall within a range enabling its financial advisors to deliver the opinions the Lionsgate Special Committee would require, while also securing the necessary approvals from each of LGEC Class A shares and LGEC Class B shares that would be required for the proposed reclassification. Based on these factors, the Lionsgate Special Committee determined that initial discussions around increasing the premium from the 9.5-10% range to 12% were appropriate at such time.

On July 23, 2024, the Lionsgate Special Committee authorized Kroll and Gibson Dunn to meet with MHR Fund Management. At this meeting, they discussed the proposed reclassification as well as materials that had been discussed with the Lionsgate Special Committee.

On July 23, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons, Gibson Dunn and Kroll in attendance. At the meeting, the Lionsgate Special Committee received an update regarding the discussions held with MHR Fund Management earlier in the day. By invitation of the Lionsgate Special Committee, representatives of MHR Fund Management (including Mr. Rachesky and Ms. Fine) joined the meeting to discuss their views regarding the potential reclassification. Following their presentation, representatives of MHR Fund Management were excused. Following further consideration and revisiting the earlier review and analysis conducted over past several weeks regarding an increased premium, the Lionsgate Special Committee concluded that an adjustment to the premium at 12% remained appropriate based on, among other matters, the following: (i) historic trading prices of, and historic trading price differentials as between, LGEC Class A shares and LGEC Class B shares; (ii) historic trading volumes of, and historic trading volume differentials as between, LGEC Class A shares and LGEC Class B shares; (iii) premiums provided in precedent transactions involving dual-share class collapses at other publicly traded companies; (iv) the relative decrease in aggregate voting power of holders of LGEC Class A shares before and after the potential share collapse; (v) the likelihood of obtaining approval of the share collapse by holders of at least 2/3 of each of LGEC Class A shares and LGEC Class B shares at various premium levels; (vi) the aggregate number of additional shares that would be issued to holders of LGEC Class A shares at various premium levels, the value of such additional shares at various market capitalization levels, and the dilutive impact of such additional shares; (vii) the financial analysis of the financial advisors of the Lionsgate Special Committee and its expectations as to whether such financial

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advisors would be able to provide fairness opinions when requested; and (viii) whether a British Columbia court charged with ruling on a plan of arrangement containing the share collapse would find the terms of such collapse to be fair to LGEC shareholders. Following its decision to recommend a 12% premium, the Lionsgate Special Committee confirmed with Houlihan Lokey that Houlihan Lokey expected to be able to provide an opinion that the exchange ratio to be paid to the holders of the LGEC Class B shares would be fair, from a financial point of view, to holders of LGEC Class B shares (solely in their capacity as holders of LGEC Class B shares with respect to their LGEC Class B shares and without taking into account any LGEC Class A shares held by such holders), subject to Houlihan Lokey’s review of final transaction documentation and updated analysis at the time of issuance of its opinion, and confirmed with Kroll that Kroll expected to be able to provide an opinion that the exchange ratio would be fair, from a financial point of view, to holders of LGEC Class A shares (solely in their capacity as holders of LGEC Class A shares). After discussion, the Lionsgate Special Committee agreed to reconvene prior to the next Lionsgate Board meeting to make a formal recommendation to the Lionsgate Board of a 12% premium.

On July 23, 2024, the Lionsgate Special Committee held a meeting with representatives of Dentons and Gibson Dunn. At the meeting, based on its review and analysis conducted over past several weeks, the Lionsgate Special Committee adopted, and proposed that the Lionsgate Board adopt, a recommendation determining (i) that a collapse of Lionsgate’s dual-class share structure is in the best interests of Lionsgate’s shareholders and (ii) to effectuate a collapse of Lionsgate’s two classes of shares into a single class based upon a 12% per share exchange premium for holders of LGEC Class A shares (relative to holders of LGEC Class B shares).

On July 25, 2024, the Lionsgate Board held a meeting to review and discuss the analysis conducted by the Lionsgate Special Committee regarding the potential collapse of Lionsgate’s dual-class share structure. At the meeting, the Lionsgate Special Committee, with representatives of Gibson Dunn, Dentons, Houlihan Lokey and Kroll in attendance, presented a comprehensive review of the process followed, as well as the review conducted, in connection with the Lionsgate Special Committee’s determination of an appropriate premium to holders of LGEC Class A shares in connection with the proposed collapse of Lionsgate’s dual-class share structure. Discussion included an overview of the methodology adopted by the Lionsgate Special Committee, which was developed in coordination with its legal advisors, as well as review of certain additional legal considerations and duties applicable to the Lionsgate Board under U.S. and Canadian law in exercising its business judgment in responding to shareholder proposals and the 2023 Shareholder Proposal Vote. After discussion, the Lionsgate Board adopted the recommendation of the Lionsgate Special Committee determining (i) that a collapse of Lionsgate’s dual-class share structure is in the best interests of Lionsgate’s shareholders and (ii) to effectuate a collapse of Lionsgate’s two classes of shares into a single class based upon a 12% per share exchange premium for holders of LGEC Class A shares (relative to holders of LGEC Class B shares).

On July 29, 2024, Lionsgate filed a Current Report on Form 8-K in which it disclosed that at a meeting on July 25, 2024, the Lionsgate Board adopted the recommendation of the Lionsgate Special Committee.

On August 8, 2024, Lionsgate held an investor conference call in connection with the reporting of its results of operations for its second quarter ended June 30, 2024. On the call, Mr. Feltheimer noted, among other matters, that the Lionsgate Special Committee concluded that a single class of shares was in LGEC shareholders’ best interest and recommended collapsing Lionsgate’s two classes into one with a 12% exchange premium for holders of LGEC Class A shares (relative to holders of LGEC Class B shares), and that the proposal would be included in a proxy/registration statement filed in connection with the Transactions.

The Lionsgate Special Committee met on October 3, 2024, to further consider the proposed transaction. At the invitation of the Lionsgate Special Committee, members of LGEC’s senior management and representatives of Gibson Dunn, Dentons, Houlihan Lokey and Kroll also attended the meeting. Gibson Dunn reviewed with the Lionsgate Special Committee their fiduciary duties in the context of the proposed reclassification. At the request of the Lionsgate Special Committee, Houlihan Lokey then reviewed and discussed its financial analyses.

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Thereafter, Houlihan Lokey verbally rendered its opinion to the Lionsgate Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Lionsgate Special Committee dated October 3, 2024), as to whether, as of such date, (I) the Class B Lion Exchange Ratio (as defined below) provided for in the Class B Lion Exchange (as defined below) pursuant to the Transactions was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Lion Exchange Ratio, and without taking into account the Class A Starz Exchange Ratio (as defined below) or the Class B Starz Exchange Ratio (as defined below) from a financial point of view, and (II) the Class B Starz Exchange Ratio provided for in the Class B Starz Exchange (as defined below) pursuant to the Transactions was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Starz Exchange Ratio, and without taking into account the Class A Lion Exchange Ratio (as defined below) or the Class B Lion Exchange Ratio from a financial point of view. Additionally, Kroll verbally rendered its opinion to the Lionsgate Special Committee (which was subsequently confirmed in writing by delivery of Kroll’s written opinion addressed to the Lionsgate Special Committee dated October 3, 2024), that, subject to and based on the assumptions made in Kroll’s written opinion, as of the date of such opinion, the exchange premium for holders of LGEC Class A shares is fair, from a financial point of view, to the holders of LGEC Class A shares (without giving effect to any impact of the proposed transaction on any particular holder of LGEC Class A shares other than in its capacity as a holder of LGEC Class A shares). At the conclusion of the discussion and deliberation, the Lionsgate Special Committee confirmed to effectuate a collapse of Lionsgate’s two classes of shares into a single class based upon a 12% per share exchange premium for holders of LGEC Class A shares (relative to holders of LGEC Class B shares). On the same day, the Lionsgate Board adopted a recommendation of the Lionsgate Special Committee determining that a collapse of Lionsgate’s two classes of shares into a single class based upon a 12% per share exchange premium for holders of LGEC Class A shares (relative to holders of LGEC Class B shares) is in the best interests of Lionsgate’s shareholders.

Reverse Stock Split

In the course of its broader discussions regarding the post-separation operations and capital structures supporting the LG Studios Business and the Starz Business, Lionsgate began to consider the benefits and viability of effectuating a possible reverse stock split for Starz as one of the elements of the larger separation. Accordingly, in October 2024, Lionsgate requested that Morgan Stanley assist it in evaluating whether a Reverse Stock Split would be appropriate for Starz, considering potential benefits and risks, and the impact it might have on Starz common shares following separation.

On November 5, 2024, the Lionsgate Board held a meeting to discuss, among other matters, a proposal from Lionsgate management to implement the Reverse Stock Split upon and subject to the completion of the separation of the LG Studios Business and the Starz Business. At the meeting, representatives of Morgan Stanley presented considerations for a reverse stock split, including market positioning and trading dynamics, discussing its anticipated impact on liquidity, and providing examples of, and analyzing sample equity trading behavior following, a number of precedent transactions. Following a review and discussion of Morgan Stanley’s presentation and analysis, the Lionsgate Board determined to implement the Reverse Stock Split (upon and subject to the completion of the separation of the LG Studios Business and the Starz Business), wherein Starz common shares would be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares would be consolidated into one (1) Starz common share. The Lionsgate Board concluded that the Reverse Stock Split would be in the best interests of Starz and its shareholders, as it would reduce the number of outstanding Starz common shares following the consummation of the Transactions to a more optimal amount, taking into account the smaller enterprise value of the post-separation Starz when compared to the pre-separation enterprise value and outstanding share count of Lionsgate, while also increasing the likelihood that the resulting price per share would enable a wider range of institutional and other investors to own Starz common shares.

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Lionsgate’s and LG Studios’ Reasons for the Transactions; Recommendation of the Lionsgate Board and the LG Studios Board

The Lionsgate Board and the LG Studios Board believe that the separation of the Studios Business and the Starz Business into two independent, publicly traded companies is in the best interests of Lionsgate and its shareholders for a number of reasons, including:

• Enhanced Focus on Strategic, Operational Drivers to Accelerate Revenue and Profit Growth. The Transactions will allow New Lionsgate and Starz to more effectively pursue their own distinct operating priorities and strategies, and it will enable the management teams of each of the two companies to focus on strengthening their core businesses and pursue distinct and targeted opportunities to accelerate revenue and profitability.

• The Transactions will allow New Lionsgate to better highlight opportunities and value in its diversified theatrical wide release and multi-platform motion picture business and its television production and distribution business, and continue to drive growth of its film and television library.

• The Transactions will allow Starz to focus on areas where it can scale its business cost-effectively, to take advantage of bundling and packaging opportunities domestically and internationally and to efficiently grow its international operations on a standalone basis.

• More Efficient Resource and Capital Allocation to Pursue Each Company’s Strategic Goals. The Transactions will allow each of New Lionsgate and Starz to allocate its financial resources to meet the unique needs of its own business, enabling each company to sharpen its focus on distinct strategic priorities. The Transactions will also allow each business to more effectively pursue its own distinct capital structures and capital allocation strategy.

• The Transactions will allow New Lionsgate to re-invest positive free cash flow exclusively into the continued growth of its content business.

• The Transactions will allow Starz to focus its cash flow on subscriber growth and retention, increased profitability and content development.

• Targeted Investment Opportunity. The Transactions will allow each of New Lionsgate and Starz to more effectively articulate its own clear investment thesis for its business as a pure-play content studio and platform, respectively, operating in a world of vertically integrated conglomerates, in order to attract a long-term investor base suited to its business, and facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities.

• The Transactions will allow New Lionsgate to become one of the only pure-play publicly traded content studios.

• The Transactions will allow Starz to become one of the only pure-play premium subscriber platforms, with a focused content strategy targeting two valuable and scalable core demographics, offering premium original programming that complements other streaming offerings.

• Creation of Independent Equity Currencies. The Transactions will create fully independent equity securities, including affording the Starz Business direct access to the capital markets, enabling each of New Lionsgate and Starz to use its capital stock to consummate future transactions. As a result, New Lionsgate and Starz will have more flexibility to capitalize on their unique strategic opportunities.

• Employee Recruitment, Incentives and Retention. The Transactions will allow each of New Lionsgate and Starz to more effectively attract, incentivize and retain employees through the use of stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and business performance. In addition, the Transactions will allow incentive structures and targets at each company to be better aligned with each underlying business.

• Stronger Corporate Governance. The Lionsgate Board also believes that a one (1) share, one (1) vote capital structure at Starz and New Lionsgate is in the best interests of Starz, New Lionsgate and their

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respective shareholders as it strengthens corporate governance by aligning the voting power and economic interests of all shareholders, streamlines Starz’s and New Lionsgate’s capital structures, reducing complexity and potentially making Starz and New Lionsgate more attractive to retail and institutional investors, who may not prefer or may be unable to invest in dual-class structures, and may appeal to a broader range of investors by providing a more straightforward investment opportunity, enhancing liquidity and improving long-term shareholder value.

The Lionsgate Board and the LG Studios Board also considered a number of potentially negative factors in evaluating the Transactions, including:

• Risk of Failure to Achieve Anticipated Benefits of the Transactions. New Lionsgate and Starz may not achieve the anticipated benefits of the Transactions on the expected timeframe or at all for a variety of reasons, including, among others, fluctuating market conditions and the demand of the Transactions on their each of their respective management’s time, effort and resources.

• Loss of Scale and Increased Administrative Costs. The LG Studios Business and the Starz Business currently benefit from certain economies of scale operating within the broader corporate organization that will no longer be available after the Transactions. As standalone companies, New Lionsgate and Starz may have reduced purchasing power with respect to vendor relationships. In addition, the transition to two standalone public companies will result in incremental accounting, tax, legal, information system, recruiting and executive hiring costs as each of New Lionsgate and Starz will require corporate general and administrative functions.

• Limitations on Strategic Transactions. Under the terms of the Tax Matters Agreement that New Lionsgate will enter into with Starz, New Lionsgate will be restricted from taking certain actions that could cause the Transactions or certain related transactions to fail to qualify as tax-free under applicable law. These restrictions may temporarily limit New Lionsgate’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its business.

• Working Capital Requirements and Cost of Capital. Generally, the working capital requirements and capital for general corporate purposes for each of the Starz Business and the LG Studios Business, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of Lionsgate, including the other business. Following the completion of the Transactions, New Lionsgate’s and/or Starz’s results of operations and cash flows may be more volatile, and each of them may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, through strategic relationships or through other arrangements, which may or may not be available on terms acceptable to New Lionsgate or Starz, as applicable, and may be more costly.

In determining to pursue the Transactions, the Lionsgate Board and the LG Studios Board each concluded the potential benefits of the Transactions outweighed the foregoing factors. See “Risk Factors—Risks Related to the Transactions” included elsewhere in this joint information/proxy statement.

Opinions of Financial Advisors to the Lionsgate Special Committee

Opinion of Kroll

Lionsgate and the Lionsgate Special Committee retained Kroll to serve as an independent financial advisor to the Lionsgate Special Committee to evaluate the fairness to the holders of LGEC Class A shares, from a financial point of view, of the exchange ratio for LGEC Class A shares (the “LGEC Class A Exchange Ratio”) in the proposed reclassification of LGEC’s existing dual-class share structure (the “Proposed Reclassification Transaction”). The Lionsgate Special Committee selected Kroll to act in this capacity based on Kroll’s qualifications, expertise and reputation, and its knowledge of the business and affairs of Lionsgate. On October 3, 2024, Kroll delivered an oral opinion to the Lionsgate Special Committee, which was later confirmed by delivery of a written opinion (the “Opinion Letter”), dated October 3, 2024, addressed to the Lionsgate Special Committee to the effect that, subject to and based

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on the assumptions made therein, as of the date of such opinion, the LGEC Class A Exchange Ratio is fair, from a financial point of view, to the holders of LGEC Class A shares (without giving effect to any impact of the Proposed Reclassification Transaction on any particular holder of LGEC Class A shares other than in its capacity as a holder of LGEC Class A shares).

The full text of the written opinion of Kroll, dated as of October 3, 2024, is attached to this joint proxy statement/prospectus as Annex C and is hereby incorporated into this joint proxy statement/prospectus by reference in its entirety. You should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review undertaken by Kroll in rendering its opinion. We encourage you to read the entire opinion and the summary of Kroll’s opinion below carefully and in their entirety. The summary of the opinion of Kroll set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

Kroll’s opinion was provided for the information of, and directed to, the Lionsgate Special Committee, in its capacity as such, for its information and assistance in connection with its consideration of the financial terms of the Proposed Reclassification Transaction. Neither Kroll’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be or constitutes a recommendation to any shareholder of Lionsgate as to how such shareholder should act with respect to the Proposed Reclassification Transaction.

Kroll’s opinion was approved by its fairness opinion committee.

Scope of Kroll’s Analysis

In connection with its opinion, Kroll conducted such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Kroll also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Kroll’s procedures, investigations and financial analysis with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

• Review of the following documents:

• Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2024, as filed with the SEC, including Lionsgate’s audited financial statements as of and for the year ended March 31, 2024;

• Lionsgate’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC, including Lionsgate’s unaudited financial statements as of and for the three months ended June 30, 2024; and

• A draft dated September 20, 2024 of the Plan of Arrangement Transactions;

• Discussed the information referred to above and the background and other elements of the Proposed Reclassification Transaction with the Lionsgate Special Committee and management of Lionsgate;

• Reviewed the historical trading price and trading volume of LGEC Class A shares and LGEC Class B shares, and the implied historical premiums observed for LGEC Class A shares relative to LGEC Class B shares;

• Compared certain financial terms of the Proposed Reclassification Transaction with the financial terms, to the extent publicly available, of certain other reclassification transactions that Kroll deemed relevant; and

• Conducted such other analyses, considered such other factors and reviewed such other documents as Kroll deemed appropriate.

Summary of Financial Analyses by Kroll

The following is a summary of the material financial analyses performed by Kroll in connection with rendering its opinion to the Lionsgate Special Committee. Kroll noted that the analyses have been designed

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specifically for the opinion and may not translate to any other purposes. The preparation of a fairness opinion is a complex analytical process, and therefore is not readily susceptible to partial analysis or summary description. While this summary describes the analyses and factors that Kroll deemed material in its presentations to the Lionsgate Special Committee and its opinion, it does not purport to be a comprehensive description of all analyses and factors considered by Kroll. The opinion is based on the comprehensive consideration of the various analyses performed. This summary is qualified in its entirety by reference to the full text of the opinion attached as Annex C to this joint proxy statement/prospectus.

In arriving at its opinion, Kroll did not attribute any particular weight to any particular analysis or factor considered by it and did not draw, in isolation, conclusions from or with regard to any one analysis or factor for purposes of its opinion, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Kroll believes that its analyses must be considered as a whole and that selecting portions of its analyses or the factors considered by Kroll, without considering all analyses and factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying the opinion. The conclusion reached by Kroll, therefore, is based on the application of Kroll’s own experience and judgment to all analyses and factors considered by Kroll, taken as a whole.

Selected Reclassification Transaction Analysis. Using publicly available information, Kroll reviewed 35 public companies that undertook comparable reclassification transactions (collectively, the “selected reclassification transactions”). These selected reclassification transactions were deemed to be sufficiently analogous in evaluating the Proposed Reclassification Transaction based on the judgment and experience of Kroll. The list of the public companies that undertook the selected reclassification transactions were:

• Aaron’s Inc.

• American Software, Inc.

• Benihana Inc.

• Commonwealth Telephone Enterprises, Inc.

• Constellation Brands, Inc.

• Continental Airlines, Inc.

• CoolBrands International Inc.

• Dairy Mart Convenience Stores, Inc.

• Diaz Resources Ltd.

• The DIRECTV Group, Inc.

• Extendicare Inc.

• E-Z-EM, Inc.

• Fedders Corporation

• Forest City Realty Trust, Inc.

• Hubbell Incorporated

• Iteris Holdings, Inc.

• The J. M. Smucker Company

• Jo-Ann Stores, Inc.

• Kaman Corporation

• Methode Electronics, Inc.

• Mitchell Energy & Development Corp.

• Monro, Inc.

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• MSC Industrial Direct Co., Inc.

• PacifiCare HealthCare Systems Inc.

• Pilgrim’s Pride Corporation

• ProMetic Life Sciences Inc.

• Reader’s Digest Association, Inc.

• Remington Oil and Gas Corporation

• Sotheby’s Holdings, Inc.

• Stewart Information Services Corporation

• SunPower Corporation

• Teck Resources Limited

• Tecumseh Products Company

• The Robert Mondavi Corporation

• The Trade Desk, Inc.

None of the selected reclassification transactions is directly comparable to the Proposed Reclassification Transaction, and Kroll does not have access to non-public information with respect to the selected reclassification transactions. Accordingly, a financial analysis of the Proposed Reclassification Transaction cannot rely solely upon a quantitative review of the selected reclassification transactions because such analysis involves complex considerations and judgments concerning differences in capital structure, share ownership and voting rights of those companies, as well as other factors that could affect the comparability of the selected reclassification transactions. Therefore, the selected reclassification transactions analysis is subject to certain limitations.

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Using publicly available information, Kroll reviewed for each selected reclassification transaction, among other information, the premiums paid to the “high vote” class of stock and the pre- and post-transaction economic and voting interest of the “high vote” class of stock. Kroll also identified and highlighted a subgroup of 11 of the 35 transactions in which (i) there was a significant shareholder without majority control prior to the transaction, and (ii) the “high vote” class of stock on an aggregate basis was losing the majority of voting control in the transaction. The table below summarizes the results of this analysis for the selected reclassification transactions identified above and the corresponding information of Lionsgate in the Proposed Reclassification Transaction.

Date Announced	Company	Ownership of High Vote			Significant Shareholder % of Total Voting			Significant Shareholder Majority Control	Voting Structure		High Vote						High Vote						Premium10			Premium % of Total Equity			Highlighted Transactions Subgroup11
											Economic Interest						% of Voting
											Pre			Post			Pre			Post
4/8/2024	American Software, Inc.		100	%		37	%			1:0.1		5	%		6	%		37	%		6	%		20.0	%		1.1	%
7/21/2023	MSC Industrial Direct Co., Inc.		100	%		66	%	✓		10:1		15	%		18	%		65	%		18	%		22.5	%		3.5	%
5/18/2023	Monro, Inc.1,2,3		100	%		1% + Veto				NA		1	%		4	%		1% + Veto			4	%		162.0	%		2.3	%
2/22/2023	Teck Resources Limited		80	%		48	%			100:1		2	%		2	%		61	%		2	%		67.0	%		1.0	%	✓
6/30/2022	Constellation Brands, Inc.		98	%		60	%	✓		10:1		11	%		11	%		55	%		11	%		26.5	%		2.9	%
10/27/2020	The Trade Desk, Inc.4		98	%		54	%	✓		10:1		11	%		11	%		54	%		11	%		0.0	%		0.0	%
12/6/2016	Forest City Realty Trust, Inc.5		92	%		40	%	✓		10:1		7	%		9	%		44	%		9	%		31.0	%		2.2	%
1/27/2016	Stewart Information Services Corporation6		100	%		5	%			1:1		4	%		4	%		4	%		4	%		34.8	%		1.5	%
8/24/2015	Hubbell Incorporated7		49	%		36	%			20:1		12	%		12	%		74	%		12	%		28.3	%		3.5	%	✓
7/12/2013	Tecumseh Products Company		33	%		33	%			1:0		27	%		27	%		100	%		27	%		0.0	%		0.0	%	✓
9/12/2011	SunPower Corporation		60	%		60	%	✓		8:1		42	%		42	%		85	%		42	%		0.0	%		0.0	%
5/13/2011	Benihana Inc.		34	%		27	%			1:0.1		36	%		36	%		85	%		36	%		0.0	%		0.0	%	✓
9/13/2010	Aaron’s Inc.4		61	%		61	%	✓		1:0		14	%		14	%		100	%		14	%		0.0	%		0.0	%
4/6/2010	The DIRECTV Group, Inc.		100	%		24	%			15:1		2	%		3	%		26	%		3	%		21.6	%		0.5	%
5/31/2006	Extendicare Inc.		65	%		44	%			10:1		17	%		18	%		68	%		18	%		7.5	%		1.3	%	✓
12/13/2005	CoolBrands International Inc.		99	%		55	%	✓		10:1		11	%		11	%		55	%		11	%		0.0	%		0.0	%
9/13/2005	ProMetic Life Sciences Inc.4		100	%		53	%	✓		10:1		10	%		10	%		53	%		10	%		0.0	%		0.0	%
9/8/2005	Sotheby’s Holdings, Inc.		100	%		62	%	✓		10:1		22	%		12	%		74	%		12	%		19.4	%		4.2	%
6/7/2005	Kaman Corporation		82	%		82	%	✓		1:0		3	%		6	%		100	%		6	%		258.8	%		7.5	%
3/31/2005	Diaz Resources Ltd.		72	%		62	%	✓		25:1		10	%		10	%		73	%		10	%		0.0	%		0.0	%
8/23/2004	The Robert Mondavi Corporation8		76	%		82	%	✓		10:1		36	%		39	%		85	%		39	%		16.5	%		5.9	%
7/1/2004	Iteris Holdings, Inc.		28	%		14	%			1:0.1		4	%		4	%		29	%		4	%		10.0	%		0.4	%
8/22/2003	Pilgrim’s Pride Corporation		62	%		63	%	✓		20:1		67	%		67	%		98	%		67	%		0.0	%		0.0	%
5/19/2003	Jo-Ann Stores, Inc.		22	%		22	%			1:0		53	%		56	%		100	%		56	%		15.0	%		7.9	%	✓
4/25/2003	Commonwealth Telephone Enterprises, Inc.		50	%		29	%			15:1		9	%		9	%		58	%		9	%		9.0	%		0.8	%	✓
10/16/2002	Reader’s Digest Association, Inc.		50	%		50	%	✓		1:0		12	%		10	%		100	%		10	%		24.6	%		3.0	%
8/20/2002	Methode Electronics, Inc.8		86	%		20	%	✓		10:1		3	%		0	%		24	%		0	%		152.5	%		4.6	%
7/10/2002	E-Z-EM, Inc.		64	%		64	%	✓		1:0		40	%		40	%		100	%		40	%		0.0	%		0.0	%
2/27/2001	Fedders Corporation		14	%		14	%			1:0		52	%		54	%		100	%		54	%		10.0	%		5.2	%	✓
11/6/2000	Continental Airlines, Inc.		79	%		60	%	✓		10:1		19	%		11	%		70	%		11	%		30.4	%		5.7	%
5/16/2000	The J. M. Smucker Company		26	%		26	%			10:0		50	%		50	%		100	%		50	%		0.0	%		0.0	%	✓
4/6/2000	Mitchell Energy & Development Corp.		64	%		64	%	✓		1:0		45	%		45	%		100	%		45	%		0.0	%		0.0	%
11/9/1999	Dairy Mart Convenience Stores, Inc.7,8		44	%		36	%			10:1		31	%		33	%		81	%		33	%		10.0	%		3.1	%	✓
5/4/1999	PacifiCare HealthCare Systems Inc.7,9		40	%		40	%			1:0		32	%		32	%		100	%		32	%		12.7	%		1.6	%	✓
6/22/1998	Remington Oil and Gas Corporation		57	%		57	%	✓		1:0		16	%		18	%		100	%		18	%		15.0	%		2.4	%
Proposed Reclassification Transaction12	Lions Gate Entertainment Corp.		24.1	%		24.1	%			1:0		35.2	%		37.9	%		100.0	%		37.9	%		12.0	%		4.5	%

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¹  Class C Preferred Stock approval is required for any vote taken by the Common Stock

²  Economic interest and voting percentages reflect as-converted basis, based on 31,396,352 shares of Common Stock outstanding

³  Premium % of total equity reflects percentage of total equity including Class C Preferred Stock based on Common Stock price of $49.49 as of May 9, 2023

⁴  Automatic reclassification occurs if high vote shares fall below 10% of total shares

⁵  High vote shareholders had the ability to elect 9 out of 13 directors

⁶  Reclassification resulted in no change in votes per share; high vote shareholders had the ability to elect 4 out 9 directors and the chairman of the board

⁷  High vote shareholders had negative control rights regarding matters that require two-thirds voting

⁸  High vote shareholders had the ability to elect 75% of the board

⁹  Premium reflects premium to shares held by UniHealth only

¹⁰  Premium represents consideration paid over and above what a holder would be entitled to upon conversion, whether paid in cash, in additional shares through an adjustment to the conversion ratio, or a combination of the two

¹¹  Reflects transactions in which there was a significant shareholder without majority control and the high voting class was losing majority of voting control

¹²  Based on shares outstanding prior to the disclosure of the Proposed Reclassification Transaction, per Lionsgate management, and closing share prices as of July 24, 2024, the day before Lionsgate filed its Current Report on Form 8-K with the SEC disclosing the Proposed Reclassification Transaction

Source: Bloomberg, Capital IQ, company filings

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This analysis indicated the mean, median and range of (i) premium paid to the “high vote” class of stock and (ii) premium as a percentage of a company’s total equity with respect to the selected reclassification transactions identified above. The results of this analysis were as follows:

	Premium3				Premium % of Total Equity
All Selected Transactions
Mean of Reclassification Transactions			28.7%				2.1%
Median of Reclassification Transactions			12.7%				1.3%
Range of Reclassification Transactions		0.0%	—	258.8%		0.0%	—	7.9%
Highlighted Transactions Subgroup1
Mean of Reclassification Transactions			14.5%				2.2%
Median of Reclassification Transactions			10.0%				1.3%
Range of Reclassification Transactions		0.0%	—	67.0%		0.0%	—	7.9%
Proposed Reclassification Transaction2			12.0%				4.5%

¹  Reflects transactions in which there was a significant shareholder without majority control and the high voting class was losing majority of voting control

²  Premium % of total equity based on shares outstanding prior to the disclosure of the Proposed Reclassification Transaction, per Lionsgate management, and closing share prices as of July 24, 2024, the day before Lionsgate filed its Current Report on Form 8-K with the SEC disclosing the Proposed Reclassification Transaction

³  Premium represents consideration paid over and above what a holder would be entitled to upon conversion, whether paid in cash, in additional shares through an adjustment to the conversion ratio, or a combination of the two

As summarized in the table above, the premium to be paid to holders of LGEC Class A shares and the premium as a percentage of Lionsgate’s total equity with respect to the Proposed Reclassification Transaction are 12.0% and 4.5%, respectively, which were within the ranges set forth above with respect to the selected reclassification transactions. Kroll noted to the Special Committee that the more relevant metric is the premium percentage of total equity (4.5%), because premium percentage can vary dramatically depending on whether the high vote economic interest represents a small or large percentage of a subject company’s total equity.

Historical Trading Analysis and Observed Trading Premium

Kroll reviewed historical trading price and trading volume data for LGEC Class A shares and LGEC Class B shares for the 1-year period ending July 24, 2024, the day before Lionsgate filed its Current Report on Form 8-K disclosing the Proposed Reclassification Transaction. Kroll also calculated implied premiums observed for LGEC Class A shares relative to LGEC Class B shares based on historical trading data. The implied premium observed for LGEC Class A shares relative to LGEC Class B shares based on closing prices as of July 24, 2024 was 8.52%. The implied premiums observed for LGEC Class A shares relative to LGEC Class B shares based on average daily volume-weighted averages prices for the preceding 30-day, 60-day, 90-day, and 1-year periods ending July 24, 2024 were 9.24%, 8.25%, 7.87% and 6.83%, respectively. A summary of the observed premiums based on historical trading data is presented in the table below:

	LGEC Class A Shares		LGEC Class B Shares		Implied Premium
Closing Price as of September 30, 2024	$	7.83	$	6.92		13.15	%
Closing Price as of July 24, 20241	$	8.28	$	7.63		8.52	%
30-Day Daily VWAP Average2	$	8.81	$	8.07		9.24	%
60-Day Daily VWAP Average2	$	9.25	$	8.55		8.25	%
90-Day Daily VWAP Average2	$	9.53	$	8.84		7.87	%
1-Year Daily VWAP Average2	$	9.18	$	8.59		6.83	%

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¹ Reflects the day before Lionsgate filed its Current Report on Form 8-K with the SEC disclosing the Proposed Reclassification Transaction

²  Average of daily volume-weighted average prices for periods ending July 24, 2024, the day before Lionsgate filed its Current Report on Form 8-K with the SEC disclosing the Proposed Reclassification Transaction

Summary Conclusion

Based on the LGEC Class A Exchange Ratio, the premium to be paid to holders of LGEC Class A shares and the premium as a percentage of Lionsgate’s total equity with respect to the Proposed Reclassification Transaction are 12.0% and 4.5%, respectively.

Subject to the assumptions, qualifications, and limitations set forth in the Opinion Letter, Kroll determined that the LGEC Class A Exchange Ratio in the Proposed Reclassification Transaction is fair, from a financial point of view, to the holders of LGEC Class A shares (without giving effect to any impact of the Proposed Reclassification Transaction on any particular holder of LGEC Class A shares other than in its capacity as a holder of LGEC Class A shares).

Assumptions, Qualifications and Limiting Conditions

In performing its analyses and rendering its opinion with respect to the Proposed Reclassification Transaction, Kroll, with Lionsgate’s and the Lionsgate Special Committee’s consent:

• Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Lionsgate management, and did not independently verify such information;

• Relied upon the fact that the Lionsgate Special Committee, the Board of Directors and Lionsgate have been advised by counsel as to all legal matters with respect to the Proposed Reclassification Transaction and the Transactions, including whether all procedures required by law to be taken in connection with the Proposed Reclassification Transaction and the Transactions have been duly, validly and timely taken;

• Assumed that information supplied and representations made by Lionsgate management are substantially accurate regarding Lionsgate, the Proposed Reclassification Transaction and the Transactions;

• Assumed that the final versions of all documents reviewed by Kroll in draft form conform in all material respects to the drafts reviewed;

• Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of Lionsgate since the date of the most recent financial statements and other information made available to Kroll, and that there is no information or facts that would make the information reviewed by Kroll incomplete or misleading;

• Assumed that all of the conditions required to implement the Proposed Reclassification Transaction and the Transactions will be satisfied and that the Proposed Reclassification Transaction and the Transactions will be completed in accordance with the Plan of Arrangement without any amendments thereto or any waivers of any terms or conditions thereof; and

• Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Proposed Reclassification Transaction and the Transactions will be obtained without any adverse effect on Lionsgate or the contemplated benefits expected to be derived in the Proposed Reclassification Transaction and the Transactions.

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Kroll delivered an oral opinion to the Lionsgate Special Committee on October 3, 2024, which was later confirmed by delivery of the Opinion Letter, dated October 3, 2024. The opinion is necessarily based upon market, economic, financial and other conditions as they existed and could be evaluated as of the date of the opinion, and Kroll disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion which may come or be brought to the attention of Kroll after the date thereof.

Kroll did not evaluate the solvency of Lionsgate (or any other entity) or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Kroll was not requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Proposed Reclassification Transaction or the Transactions, the assets, businesses or operations of Lionsgate, or any alternatives to the Proposed Reclassification Transaction or the Transactions, (ii) negotiate the terms of the Proposed Reclassification Transaction or the Transactions, and therefore, Kroll assumed that such terms are the most beneficial terms, from the perspective of the holders of LGEC Class A shares, that could, under the circumstances, be negotiated among the parties to the Proposed Reclassification Transaction and the Transactions, (iii) advise the Lionsgate Special Committee or any other party with respect to alternatives to the Proposed Reclassification Transaction or the Transactions, or (iv) consider or evaluate the fairness of any aspect of the Proposed Reclassification Transaction or the Transactions other than the LGEC Class A Exchange Ratio.

Kroll did not express any opinion as to the market price or value of LGEC Class A shares, LGEC Class B shares, the LG Studios common shares or Lionsgate common shares (or anything else) after the announcement or the consummation of the Proposed Reclassification Transaction or the Transactions. The opinion should not be construed as a valuation opinion, a credit rating, a solvency opinion, an analysis of the credit worthiness of Lionsgate (or any other entity), as tax advice, or as accounting advice. Kroll did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering its opinion, Kroll did not express any opinion with respect to the amount or nature of any compensation to any of Lionsgate’s (or any other entity’s) officers, directors, or employees, or any class of such persons, or with respect to the fairness of any such compensation.

Fees and Expenses, Prior Relationships

Under the terms of Lionsgate and the Lionsgate Special Committee’s engagement letter with Kroll, Lionsgate has agreed to pay Kroll an aggregate fee of $650,000, $325,000 of which was paid upon its engagement and $325,000 of which was paid upon Kroll informing the Lionsgate Special Committee that it was prepared to deliver the opinion. In addition, Lionsgate has agreed to reimburse Kroll for its reasonable out-of-pocket expenses and reasonable fees and expenses of outside legal counsel retained by Kroll, not to exceed $25,000 without Lionsgate’s prior written consent. The terms of the fee arrangement with Kroll were negotiated at arm’s length between the Lionsgate Special Committee and Kroll. No portion of Kroll’s fee was contingent on the conclusions reached in its opinion.

During the two years preceding the date of the opinion, Kroll provided a fairness opinion to the board of directors of SEAC in connection with the Business Combination. During the two years preceding the date of the opinion, Kroll also provided certain other advisory services to Lionsgate. For these prior engagements, Kroll received aggregate compensation of $65,000. Kroll may provide valuation, financial advisory, or other services to Lionsgate or the Lionsgate Board (or any committee thereof) in the future.

Opinion of Houlihan Lokey

On October 3, 2024, Houlihan Lokey verbally rendered its opinion to the Lionsgate Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Lionsgate Special Committee, dated October 3, 2024), as to whether, as of such date, (I) the Class B Lion Exchange Ratio provided for in the Class B Lion Exchange pursuant to the Plan of Arrangement was fair to the

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holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Lion Exchange Ratio, and without taking into account the Class A Starz Exchange Ratio or the Class B Starz Exchange Ratio) from a financial point of view, and (II) the Class B Starz Exchange Ratio provided for in the Class B Starz Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Starz Exchange Ratio, and without taking into account the Class A Lion Exchange Ratio or the Class B Lion Exchange Ratio) from a financial point of view.

Houlihan Lokey’s opinion was directed to the Lionsgate Special Committee (in its capacity as such) and only addressed whether (I) the Class B Lion Exchange Ratio provided for in the Class B Lion Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Lion Exchange Ratio, and without taking into account the Class A Starz Exchange Ratio or the Class B Starz Exchange Ratio) from a financial point of view, and (II) the Class B Starz Exchange Ratio provided for in the Class B Starz Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Starz Exchange Ratio, and without taking into account the Class A Lion Exchange Ratio or the Class B Lion Exchange Ratio) from a financial point of view, and did not address any other aspect or implication of the Transactions or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement/prospectus and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Lionsgate Special Committee, the Lionsgate Board, any security holder of LGEC or any other person as to how to act or vote with respect to any matter relating to the Transactions.

In arriving at its opinion, Houlihan Lokey, among other things:

• reviewed the following agreements and documents:

• a draft of the Plan of Arrangement;

• Investor Rights Agreement, dated as of November 10, 2015, by and among LGEC, MHR Fund Management, LLC (“MHR”), Liberty Global Incorporated Limited (“Liberty”), Discovery Lightning Investments Ltd. (“Discovery Lightning”), Liberty Global plc (“Liberty plc”), Discovery Communications, Inc. (“Discovery”), and the affiliated funds of MHR party thereto, as amended by Amendment No. 1 to Investor Rights Agreement, dated as of June 30, 2016, by and among LGEC, MHR, Liberty, Discovery Lightning, Liberty plc, Discovery, and the affiliated funds of MHR party thereto (the “Lionsgate Investor Rights Agreement”);

• Voting and Standstill Agreement, dated as of November 10, 2015, by and among MHR, LGEC, Liberty plc, Discovery, Liberty, Discovery Lightning, Dr. John C. Malone and the affiliated funds of MHR party thereto, as amended by Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, by and among LGEC, Liberty plc, Discovery Lightning, Dr. John C. Malone, MHR, Liberty, Discovery and the affiliates of MHR party thereto, as amended by Amendment to the Voting and Standstill Agreement, dated as of May 13, 2024, by and among LGEC, Lionsgate Studios Corp., Liberty plc, Discovery, Liberty, Discovery Lightning, Dr. John C. Malone and the affiliated funds of MHR party thereto (the “Voting Agreement”); and

• a draft of the registration statement to which this joint registration/proxy statement forms a part;

• for informational purposes, reviewed certain publicly available business and financial information relating to LGEC that Houlihan Lokey deemed to be relevant;

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• spoke with certain members of the management of LGEC and certain of its representatives and advisors regarding the capital structure of LGEC, the Transactions and related matters;

• considered the publicly available terms of certain transactions that Houlihan Lokey deemed to be relevant;

• reviewed the current and historical market prices and trading volume for LGEC Class A shares and LGEC Class B shares, and the current and historical market prices and trading volume of the publicly traded securities of certain other companies that Houlihan Lokey deemed to be relevant; and

• conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of LGEC since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to it that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by it incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) each party to the Arrangement Agreement and all other related documents and instruments referred to therein would fully and timely perform all of the covenants and agreements required to be performed by such party, (b) all conditions to the consummation of the Transactions would be satisfied without waiver thereof, and (c) the Transactions would be consummated in a timely manner in accordance with the terms described in the Plan of Arrangement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Transactions would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transactions would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Transactions or LGEC or any expected benefits of the Transactions that would be material to its analyses or its opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final forms of any draft documents identified above would not differ in any respect from the drafts of said documents in any respect material to its analysis or its opinion. In addition, Houlihan Lokey relied upon and assumed with the consent of the Lionsgate Special Committee, without independent verification, that (I) there would be no modifications or amendments to the Lionsgate Investor Rights Agreement and the Lionsgate Voting Agreement that would have a material effect on its analyses or its opinion; (II) the LGEC articles, LGEC notice of articles, New Lionsgate articles and New Lionsgate notice of articles would be amended as expressly described in the Plan of Arrangement, except as would not have a material effect on its analyses or its opinion; (III) there would be no further modifications or amendments to the LGEC articles, LGEC notice of articles, New Lionsgate articles or New Lionsgate notice of articles that would have a material effect on its analyses or its opinion; and (IV) the Arrangement Agreement would contain terms as expressly described in the Plan of Arrangement, except as would not have a material effect on its analyses or its opinion.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of LGEC or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other

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contingent liabilities, to which LGEC was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which LGEC was or may have been a party or was or may have been subject. In addition, with the consent of the Lionsgate Special Committee, Houlihan Lokey did not perform, rely upon or take into account any analysis to evaluate the intrinsic value of LGEC or any assets or securities thereof, whether with or without giving effect to the Transactions (or any component thereof). Furthermore, in the judgment of Houlihan Lokey, the financial analyses typically utilized in the analysis of change of control merger and acquisition transactions were not applicable in considering reclassification transactions such as the reclassification included in the Transactions.

Houlihan Lokey was not requested to, and did not, (a) initiate any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Transactions (or any component thereof) or any other related transaction, the securities, assets, business or operations of LGEC or any other party, or any alternatives to the Transactions (or any component thereof) or any other related transaction, (b) advise the Lionsgate Special Committee, the Lionsgate Board or any other party with respect to alternatives to the Transactions (or any component thereof) or any other related transaction, or (c) identify, introduce to the Lionsgate Special Committee, the Lionsgate Board or any other party, or screen for creditworthiness, any prospective investors, lenders or other participants in the Transactions (or any component thereof) or any other related transaction. The opinion of Houlihan Lokey was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to our attention after the date of its opinion. Houlihan Lokey did not express any opinion as to what the value of any Shares actually would be when exchanged or issued, respectively, pursuant to the Transactions (or any component thereof) or the price or range of prices at which any Shares could be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey had assumed that the New Lionsgate new common shares and Starz common shares to be issued in the Exchanges to the shareholders of LGEC would be listed on the New York Stock Exchange.

The opinion of Houlihan Lokey was furnished for the use of the Lionsgate Special Committee (in its capacity as such) in connection with its evaluation of the Class B Lion Exchange and the Class B Starz Exchange and may not be used for any other purpose without Houlihan Lokey’s express, prior written consent. Houlihan Lokey’s opinion was not intended to be, and did not constitute, a recommendation to the Lionsgate Special Committee, the Lionsgate Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Transactions (or any component thereof), any other related transaction or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion does not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Lionsgate Special Committee, the Lionsgate Board, LGEC, its security holders or any other party to proceed with or effect the Transactions (or any component thereof) or any other related transaction, (ii) other than the Class B Lion Exchange Ratio and Class B Starz Exchange Ratio to the extent expressly specified therein, the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transactions (or any component thereof), any other related transaction or otherwise, including, without limitation, the Initial Class A Exchange, Initial Class A Exchange Ratio, Class A Separation Lion Exchange, Class A Separation Lion Exchange Ratio, Class A Lion Exchange, Class A Lion Exchange Ratio, Class A Separation Starz Exchange, Class A Separation Starz Exchange Ratio, Class A Starz Exchange, Class A Starz Exchange Ratio, Initial Class B Exchange, Initial Class B Exchange Ratio, Class B Separation Lion Exchange, Class B Separation Lion Exchange Ratio, Class B Separation Starz Exchange, Class B Separation Starz Exchange Ratio, the exchange of each common share of LG Studios, other than shares held by LG Sirius, to New Lionsgate in exchange for a number of common shares of New Lionsgate as specified in the Arrangement Agreement (the “Studios Exchange”), or the exchange ratio in the Studios Exchange, (iii) the fairness of any portion or aspect of the Transactions (or any component thereof) or any other related transaction to the holders of any class of securities, creditors or other constituencies of LGEC, or to any other party, including, without limitation, the holders of LGEC Class A shares, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the Transactions (or any

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component thereof) or any other related transaction as compared to any alternative business strategies or transactions that might be available for LGEC or any other party, (v) the fairness of any portion or aspect of the Transactions (or any component thereof) or any other related transaction to any one class or group of LGEC’s or any other party’s security holders or other constituents vis-à-vis any other class or group of LGEC’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents, the fairness of the Class B Lion Exchange Ratio relative to the Class B Starz Exchange Ratio or vice versa, the Class B Lion Exchange Ratio relative to the Class A Lion Exchange Ratio or vice versa, or the Class B Starz Exchange Ratio relative to the Class A Starz Exchange Ratio or vice versa, or the fairness of the Class A Lion Exchange Ratio or Class A Starz Exchange Ratio to the holders of LGEC Class B shares), (vi) whether or not LGEC, its security holders or any other party is receiving or paying reasonably equivalent value in the Transactions (or any component thereof) or any other related transaction, (vii) the solvency, creditworthiness or fair value of LGEC or any other participant in the Transactions (or any component thereof) or any other related transaction, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Transactions (or any component thereof) or any other related transaction, any class of such persons or any other party, relative to any Exchange Ratio or otherwise, (ix) the financial or other implications and effects of the Transactions (or any component thereof) or any other related transaction on LGEC, the holders of any class of securities, creditors or other constituencies of LGEC, or any other party (including, without limitation, the potential dilutive or other effects of the Transactions (or any component thereof) or any other related transaction), or (x) any aspect or impact of the separation of LGEC and New Lionsgate into separate companies, including, without limitation, the allocation of any assets and liabilities between LGEC and New Lionsgate or agreements between LGEC and New Lionsgate, or the foregoing clauses (i)-(ix) as if such separation were expressly indicated therein. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It is assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Lionsgate Special Committee, on the assessments by the Lionsgate Special Committee, LGEC and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to LGEC and the Transactions (or any component thereof), any other related transaction or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to LGEC or the proposed Transactions and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of LGEC. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Lionsgate Special Committee in recommending the proposed Transactions. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Exchange Ratios or of the views of the Lionsgate Special Committee or management with respect to the Transactions or the Exchange Ratios. Under the terms of its engagement by LGEC, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed Transactions or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Lionsgate Board, LGEC, any security holder or creditor of LGEC or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the Transactions were determined by LGEC, and the decision to enter into the

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Arrangement Agreement and engage in the proposed Transactions was solely that of the Lionsgate Special Committee and the Lionsgate Board.

Financial Analyses

In preparing its opinion to the Lionsgate Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Lionsgate Special Committee on October 3, 2024. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

Selected Reclassification Transactions Analysis. For purposes of its analyses, Houlihan Lokey reviewed certain financial information relating to the following 35 selected reclassification transactions announced in the last 25 years involving U.S. or Canadian companies with a market capitalization of at least $250 million and two publicly traded classes of shares with different voting rights, in which the higher voting class (i) held at least 50% of the voting rights or (ii) was able to elect the majority of the board of directors. Transactions where a reclassification was (i) a function of a lapse in a sunset provision or (ii) in connection with a separate M&A transaction were excluded, as was one other transaction. In 11 of the 35 selected reclassification transactions the higher voting class received a premium in the reclassification.

The financial data reviewed, separately in respect of 11 transactions with a premium and all 35 transactions, included:

• The implied premium relative to the applicable company’s low-vote share price at the time of the transaction, or the “Transaction Implied Premium to Low Vote Share Price,” calculated as (i) (a) the value of the aggregate cash and stock consideration received per high vote share, less (b) the low vote closing share price on the trading day prior to announcement, divided by (ii) the low vote closing share price on the trading day prior to announcement; and

• The implied premium relative to the applicable company’s total market capitalization at the time of the transaction, or the “Transaction Implied Premium to Market Cap,” calculated as (x) the product of (i) (a) the value of the aggregate cash and stock consideration received per high vote share less (b) the low vote stock closing price on the trading day prior to announcement, multiplied by (ii) the number of high vote shares, and divided by (y) the market capitalization of

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the company on the trading day prior to announcement (based on low vote shares outstanding multiplied by low vote stock price plus high vote shares outstanding multiplied by high vote stock price).

The selected reclassification transactions, and low, 25^th percentile, median, mean, 75^th percentile and high financial summary statistics, included the following:

Date Announced	Company	Premium / No Premium Transaction
February 2023	Teck Resources Limited	Premium
June 2022	Constellation Brands, Inc.	Premium
December 2016	Forest City Realty Trust, Inc.	Premium
August 2015	Hubbell Incorporated	Premium
February 2015	Blackhawk Network Holdings	No Premium
June 2013	The WhiteWave Foods Company	No Premium
January 2013	ShawCor Ltd.	Premium
February 2012	Telus Corporation	No Premium
September 2011	SunPower Corporation	No Premium
September 2010	Aaron’s, Inc.	No Premium
October 2009	Chipotle Mexican Grill, Inc.	No Premium
October 2008	Mueller Water Products, Inc.	No Premium
December 2007	Parkbridge Lifestyle Communities, Inc.	No Premium
December 2006	GameStop Corp.	No Premium
May 2006	Extendicare Inc.	Premium
January 2006	Eagle Materials Corporation	No Premium
April 2005	Gartner, Inc.	No Premium
March 2005	Curtiss-Wright Corporation	No Premium
December 2004	Agere Systems, Inc.	No Premium
October 2003	Alberto Culver Company	No Premium
August 2003	Pilgrim’s Pride Corporation	No Premium
May 2003	Jo-Ann Stores, Inc.	Premium
April 2003	Commonwealth Telephone Enterprises LLC	Premium
February 2003	Florida East Coast Industries, Inc.	No Premium
October 2002	The Reader’s Digest Association, Inc.	Premium
August 2002	Methode Electronics, Inc.	Premium
February 2002	Freeport-McMoRan Copper & Gold, Inc.	No Premium
July 2001	Conoco Inc.	No Premium
March 2001	AmSurg Corporation	No Premium
February 2001	Raytheon Company	No Premium
December 2000	Waddell & Reed Financial, Inc.	No Premium
November 2000	Continental Airlines, Inc.	Premium
May 2000	The J. M. Smucker Company	No Premium
April 2000	Mitchell Energy & Development Corp.	No Premium
August 1999	infoUSA Inc.	No Premium

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Summary Statistics – Premium Transactions Only

	Implied Premium
	To Low Vote Share Price			To Market Cap
Low		5.9	%		0.8	%
25th Percentile		12.0	%		1.2	%
Median		28.3	%		3.3	%
Mean		36.6	%		3.1	%
75th Percentile		30.7	%		4.1	%
High		152.4	%		7.3	%

Summary Statistics – All Transactions

	Implied Premium
	To Low Vote Share Price			To Market Cap
Low		0.0	%		0.0	%
25th Percentile		0.0	%		0.0	%
Median		0.0	%		0.0	%
Mean		11.5	%		1.0	%
75th Percentile		8.3	%		1.0	%
High		152.4	%		7.3	%

The above data compares to the Transaction Implied Premium to Low Vote Share Price of 12.0% and the Transaction Implied Premium to Market Cap of 4.1% implied by the Transactions and financial metrics for Lionsgate as of July 29, 2024, the last trading day prior to public announcement of the Lionsgate Board’s adoption of the Lionsgate Special Committee’s recommendation to effectuate a collapse of Lionsgate’s two classes of shares into a single class based upon a 12% per share exchange premium for holders of LGEC Class A shares (relative to holders of LGEC Class B shares).

Comparative Class A Shares and Class B Shares Observations. Houlihan Lokey examined the historical trading activity of LGEC Class A shares and LGEC Class B shares from December 9, 2016 (the date of inception of the dual-class stock structure) through July 29, 2024, and various other periods of time outlined below. For such periods, Houlihan Lokey examined (x) the price of LGEC Class A shares and LGEC Class B shares, (y) the average daily premiums observed over the stated time period, which daily premiums were calculated as (i) (a) closing price of LGEC Class A shares less (b) closing price of LGEC Class B shares, divided by (ii) closing price of LGEC Class B shares and (z) implied volume weighted average price (“VWAP”) premiums observed over the stated time period, which premiums were calculated as (i) (a) VWAP of LGEC Class A shares less (b) VWAP of LGEC Class B shares, divided by (ii) VWAP of Class B shares, in each case for each stated time period. The results of Houlihan Lokey’s analyses are summarized in the following table, based on information through July 29, 2024:

	1-Day			30-Day			Since 5/23/24			90-Day			1-Year			3-Year			5-Year			Since Dual Class Inception
Average Premium		8.5	%		9.2	%		9.0	%		8.0	%		6.9	%		7.2	%		8.0	%		7.4	%
Implied VWAP Premium		8.2	%		9.2	%		9.1	%		7.0	%		5.0	%		4.7	%		5.8	%		10.3	%

(1) Since 5/23/24, when LGEC announced the formation of a special committee to consider the elimination of the dual-class structure. As of that date, the 30-day and 90-day implied average premiums were 7.4% and 7.1%, respectively, and the 30-day and 90-day implied VWAP premiums were 7.1% and 6.1%, respectively.

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Houlihan Lokey also calculated the Relative Transaction Premium (defined below) related to the 35 previously identified reclassification transactions as well as the Transactions. The “Relative Transaction Premium” is defined as (i) the Transaction Implied Premium to Low Vote Share Price less (ii) the trading premium of the high-vote VWAP to the low-vote VWAP for the applicable period. The Relative Transaction Premium was calculated on the basis of the trading premium of the high-vote VWAP to the low-vote VWAP over the one year, 90 days and 30 days prior to announcement. The resulting low, 25^th percentile, median, mean, 75^th percentile and high financial summary statistics related to the previously identified reclassification transaction are shown below.

Summary Statistics – Premium Transactions Only

	Implied Premium vs. Trading Premium (VWAP) High Vote /Low Vote
Premium Transactions	1 Year			90 Day			30 Day
Low		(5.0	%)		(1.8	%)		0.6	%
25th Percentile		8.1	%		6.4	%		7.7	%
Median		21.5	%		14.5	%		12.9	%
Mean		33.0	%		30.9	%		32.9	%
75th Percentile		31.2	%		30.2	%		33.2	%
High		146.7	%		148.3	%		154.5	%

Summary Statistics – No-Premium Transactions Only

	Implied Premium vs. Trading Premium (VWAP) High Vote / Low Vote
No Premium Transactions	1 Year			90 Day			30 Day
Low		(34.8	%)		(35.6	%)		(35.0	%)
25th Percentile		(3.3	%)		(0.9	%)		(1.4	%)
Median		0.5	%		2.3	%		2.3	%
Mean		1.1	%		1.1	%		1.9	%
75th Percentile		8.5	%		6.3	%		6.0	%
High		22.2	%		19.8	%		25.4	%

Summary Statistics – All Transactions

	Implied Premium vs. Trading Premium (VWAP) High Vote / Low Vote
All Transactions	1 Year			90 Day			30 Day
Low		(34.8	%)		(35.6	%)		(35.0	%)
25th Percentile		(3.0	%)		(0.6	%)		1.0	%
Median		5.1	%		4.1	%		5.2	%
Mean		11.1	%		10.7	%		11.6	%
75th Percentile		15.4	%		12.8	%		11.5	%
High		146.7	%		148.3	%		154.5	%

The above data compares to Transaction Implied Relative Trading Premiums of 7.0% implied by the relative VWAPs of LGEC Class A shares and LGEC Class B shares for the one year ending July 29, 2024, 5.0% implied by the relative VWAPs of LGEC Class A shares and LGEC Class B shares for the 90 trading days ending July 29, 2024, and 2.8% implied by the relative VWAPs of LGEC Class A shares and LGEC Class B shares for the 30 trading days ending July 29, 2024.

Miscellaneous

Houlihan Lokey was engaged by the Lionsgate Special Committee to provide an opinion to the Lionsgate Special Committee as to whether, as of the date of its opinion, (I) the Class B Lion Exchange Ratio provided for in

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the Class B Lion Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Lion Exchange Ratio, and without taking into account the Class A Starz Exchange Ratio or the Class B Starz Exchange Ratio) from a financial point of view, and (II) the Class B Starz Exchange Ratio provided for in the Class B Starz Exchange pursuant to the Plan of Arrangement was fair to the holders of the LGEC Class B shares (solely in their capacity as holders of the LGEC Class B shares and solely with respect to the Class B Starz Exchange Ratio, and without taking into account the Class A Lion Exchange Ratio or the Class B Lion Exchange Ratio) from a financial point of view. The Lionsgate Special Committee engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to advise boards and special committees in connection with mergers, acquisitions, financings and recapitalization transactions. Pursuant to its engagement by the Lionsgate Special Committee, Houlihan Lokey is entitled to an aggregate fee of up to $1,000,000 for its services, $500,000 of which became payable on or before July 31, 2024, $150,000 of which became payable upon the delivery of Houlihan Lokey’s opinion and the balance of which becomes payable in connection with the completion of the Transactions. No portion of Houlihan Lokey’s fee is contingent upon the conclusions reached in its opinion. LGEC has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, LGEC or any other party that may be involved in the Transactions (or any component thereof) or any other related transaction and their respective affiliates or security holders or any currency or commodity that may be involved in the Transactions (or any component thereof) or any other related transaction.

Houlihan Lokey is currently providing financial advisory services to LGEC, for which Houlihan Lokey has received, and may receive, compensation, including certain services relating to the separation of the Starz Business and the LG Studios Business. Houlihan Lokey has in the past provided investment banking, financial advisory and/or other financial or consulting services to MHR, an affiliate of LGEC, or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, MHR (collectively, with MHR, the “MHR Group”), for which Houlihan Lokey has received compensation, including, among other things, having acted as placement agent and financial advisor to Erickson Incorporated, then a member of the MHR Group, in connection with a refinancing transaction, which closed in January 2023, and a sale of its aerial firefighting operations business unit and aircraft, which closed in April 2024. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to LGEC, members of the MHR Group, other participants in the Transactions (or any component thereof) or any other related transaction or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey employees not engaged in the Transaction, in the ordinary course of business, have met with representatives of MHR, and discussed, among other things, Houlihan Lokey potentially being retained by MHR with respect to potential transactions, including liquidity or other strategic options potentially available to funds advised by MHR and their limited partners, including with respect to such funds’ interests in LGEC. In addition, Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by MHR, other participants in the Transactions (or any component thereof) or any other related transaction or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the MHR Group, other participants in the Transactions (or any component thereof) or any other related transaction or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation,

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formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, LGEC, members of the MHR Group, other participants in the Transactions (or any component thereof) or any other related transaction or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

When and How LGEC Shareholders Will Receive Their Shares

Computershare, which currently serves as the transfer agent and registrar for LGEC common shares, will serve as the exchange agent in connection with the Transactions and the transfer agent and registrar for New Lionsgate new common shares and Starz common shares.

Any existing share certificates representing LGEC common shares will be cancelled as part of the arrangement and do not need to be returned to Lionsgate or the transfer agent. All shares issued in connection with the Transactions, including the Starz common shares and New Lionsgate new common shares, will be uncertificated shares pursuant to the provisions of the BC Act. No share certificates will be issued. Shareholders entitled by applicable law to receive a direct registration system (“DRS”) statement representing such shares will receive such DRS statements and the notices required by the BC act will be sent. U.S. holders who do not have a valid IRS Form W-9 on file may be subject to withholding on the cash consideration or any cash in lieu of fractional shares to which they may otherwise be entitled. See “—Structure of the Transactions” above.

Most LGEC shareholders hold their common shares through a bank or brokerage firm. In such cases, the bank or brokerage firm is said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your LGEC common shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the New Lionsgate new common shares and Starz common shares that you are entitled to receive in the Transactions If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

If you sell LGEC common shares up to the Arrangement Effective Time, you will be selling your right to receive New Lionsgate new common shares and Starz common shares in the Transactions.

When and How LG Studios Shareholders Will Receive Their Shares

Computershare will serve as the exchange agent in connection with the Transactions and the transfer agent and registrar for New Lionsgate new common shares and Starz common shares.

Any existing share certificates representing LG Studios common shares will be cancelled as part of the arrangement and do not need to be returned to LG Studios or the transfer agent. All shares issued in connection with the Transactions, including the New Lionsgate new common shares, will be uncertificated shares pursuant to the provisions of the BC Act. No share certificates will be issued. Shareholders entitled by applicable law to receive a direct registration system (“DRS”) statement representing such shares will receive such DRS statements and the notices required by the BC Act will be sent. U.S. holders who do not have a valid IRS Form W-9 on file may be subject to withholding on the cash consideration or any cash in lieu of fractional shares to which they may otherwise be entitled. See “—Structure of the Transactions” above.

Most LG Studios shareholders hold their common shares through a bank or brokerage firm. In such cases, the bank or brokerage firm is said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your LGEC common shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the New Lionsgate new common shares that you are entitled to receive in the Transactions. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

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If you sell LG Studios common shares up to the Arrangement Effective Time, you will be selling your right to receive New Lionsgate new common shares in the Transactions.

Treatment of Lionsgate Equity Awards

Background. Lionsgate currently maintains four equity compensation plans: the Lionsgate 2023 Plan, the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (the “Lionsgate 2019 Plan”), the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan (the “Lionsgate 2017 Plan”) and the Lions Gate Entertainment Corp. 2012 Performance Incentive Plan (the “Lionsgate 2012 Plan” together with the Lionsgate 2023 Plan, the Lionsgate 2019 Plan and the Lionsgate 2017 Plan, the “Prior Plans”). It is expected that New Lionsgate will assume the Lionsgate 2023 Plan and amend and restate the Lionsgate 2023 Plan as the New Lionsgate 2025 Plan as approved prior to the Transactions by the New Lionsgate Board and by LGEC, as the sole shareholder of New Lionsgate, to be effective as of the date of the completion of the Transactions, subject to the approval of holders of LGEC Class A shares, as further described in this joint proxy statement/prospectus. Awards outstanding under the equity plans of Lionsgate including awards outstanding under the Prior Plans immediately prior to the completion of the Transactions held by a Lionsgate employee who will be a New Lionsgate employee after the Transactions (a “New Lionsgate Employee”) or by a former employee of Lionsgate (regardless of the division in which such former employee served), will be converted into awards of New Lionsgate under the New Lionsgate 2025 Plan, the form of which is attached hereto as Annex N. It is expected that Starz will adopt the Starz 2025 Plan as approved prior to the Transactions by the Lionsgate Board, to be effective as of the date of the Transactions, subject to the approval of holders of LGEC Class A shares, as further described in this joint proxy statement/prospectus. Subject to shareholder approval, Starz will adopt the Starz 2025 Plan, and awards outstanding under the equity plans of Lionsgate immediately prior to the Transactions including awards outstanding under the Prior Plans immediate prior to the Transactions held by a Lionsgate employee who will become an employee of Starz (a “Starz Employee”), will be converted into awards of Starz immediately after the Transactions and assumed under the Starz 2025 Plan, the form of which is attached hereto as Annex O. Each Lionsgate equity award that is outstanding immediately prior to the Transactions will be adjusted to reflect the impact of the Transactions, as described below.

Stock Options

Stock Options Held by Starz Employees. Each award of Lionsgate stock options held by a Starz Employee will be converted into an award of stock options with respect to the Starz common shares. The exercise price of, and number of shares subject to, each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions.

Stock Options Held by New Lionsgate Employees and Former Employees. Each award of Lionsgate stock options held by a New Lionsgate Employee or by a former employee of Lionsgate will be converted into an award of stock options with respect to New Lionsgate new common shares. The exercise price of, and number of shares subject to, each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions.

Stock Appreciation Rights

Stock Appreciation Rights Held by Starz Employees. Each award of Lionsgate stock appreciation rights held by a Starz Employee will be converted into an award of stock appreciation rights with respect to Starz common

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shares. The exercise price of, and number of shares subject to, each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions.

Stock Appreciation Rights Held by New Lionsgate Employees and Former Employees. Each award of Lionsgate stock appreciation rights held by a New Lionsgate Employee or by a former employee will be converted into an award of stock appreciation rights with respect to the New Lionsgate new common shares. The exercise price of, and number of shares subject to, each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions.

Time-Vesting Restricted Share Units

Time-Vesting Restricted Share Units Held by Starz Employees and Starz Directors. Each award of Lionsgate time-vesting restricted share units held by a Starz Employee or a non-employee director of Lionsgate who will be a non-employee director of Starz but not a non-employee director of New Lionsgate immediately following the Transactions (a “Starz Director”) will be converted into an award of time-vesting restricted share units with respect to Starz common shares. The number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions.

Time-Vesting Restricted Share Units Held by New Lionsgate Employees, New Lionsgate Directors and Former Lionsgate Employees. Each award of Lionsgate time-vesting restricted share units held by a New Lionsgate Employee, by a non-employee director of Lionsgate who will be a non-employee director of New Lionsgate but not a non-employee director of Starz immediately following the Transactions (a “New Lionsgate Director”) or by a former employee of Lionsgate will be converted into an award of time-vesting restricted share units with respect to the New Lionsgate new common shares. The number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions.

Time-Vesting Restricted Share Units Held by Dual Directors. Each award of Lionsgate time-vesting restricted share units held by a non-employee director of Lionsgate who will serve as non-employee director on both the Starz Board and the New Lionsgate Board immediately following the Transactions (a “Dual Director”) will be converted into an award of time-vesting restricted share units with respect to Starz common shares and an award of time-vesting restricted share units with respect to New Lionsgate new common shares. The number of shares subject to such Starz award and the number of shares subject to such New Lionsgate award will be the number of Starz common shares and the number of New Lionsgate new common shares, respectively, that would have been received pursuant to the Plan of Arrangement had such Dual Director held the number of LGEC common shares subject to such Lionsgate time-vesting restricted share units immediately prior to the Arrangement Effective Time.

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Performance-Based Restricted Share Units

Performance-Vesting Restricted Share Units Held by Starz Employees. Each award of Lionsgate performance-based restricted share units held by a Starz Employee will be converted into an award of restricted share units with respect to Starz common shares, provided that the number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions, subject to any modifications to applicable performance-based vesting conditions determined by the Lionsgate’s Compensation Committee prior to the Arrangement Effective Time in order to reflect the impact of the Transactions.

Performance-Vesting Restricted Share Units Held by New Lionsgate Employees. Each award of Lionsgate performance-based restricted share units held by a New Lionsgate Employee will be converted into an award of restricted share units with respect to New Lionsgate new common shares, provided that the number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the Transactions (in each case, as calculated based on the applicable stock price measurements specified in the Employee Matters Agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the Transactions, subject to any modifications to applicable performance-based vesting conditions determined by the Lionsgate’s Compensation Committee prior to the Arrangement Effective Time in order to reflect the impact of the Transactions.

Results of the Transactions

After the Transactions, each of New Lionsgate and Starz will be a separate, publicly traded company. The actual number of New Lionsgate new common shares to be issued in the Transactions will be determined at the Arrangement Effective Time, and will reflect any exercise of stock options (“stock options”) or share appreciation rights (“SARs”) relating to the LGEC common shares (stock options and SARs referred to collectively as “LGEC options”) prior to the Arrangement Effective Time.

New Lionsgate, Lionsgate and LG Studios will enter into a Separation Agreement, an Arrangement Agreement and other related agreements to effect the Transactions and to provide a framework for their relationship after the Transactions, including a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and agreements governing other commercial licensing arrangements between the parties. The Separation Agreement and other agreements will provide for, among other things, the allocation between New Lionsgate and Starz of the assets, employees, liabilities and obligations (including, among others, investments, property, intellectual property and employee benefits and tax-related assets and liabilities) of Lionsgate and its subsidiaries attributable to periods prior to, at and after New Lionsgate’s separation from Lionsgate and will govern the relationship between New Lionsgate and Starz subsequent to the completion of the Transactions. For additional information regarding the Separation Agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Transactions” and “Certain Relationships and Related Party Transactions.”

Transferability of New Lionsgate New Common Shares

The New Lionsgate new common shares to be issued in connection with the Transactions will be issued in reliance on an exemption from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute “control distributions,” the shares issued pursuant to the Transactions may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort, or no effort, has been made to prepare the market or create demand. For additional information, see “Canadian Securities Law Matters.”

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Transferability of Starz Common Shares

The Starz common shares to be issued in connection with the Transactions will be issued in reliance on an exemption from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute “control distributions,” the shares issued pursuant to the Transactions may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort, or no effort, has been made to prepare the market or create demand. For additional information, see “Canadian Securities Law Matters.”

Markets for New Lionsgate New Common Shares and Starz Common Shares

There is currently no public trading market for the New Lionsgate new common shares. New Lionsgate intends to apply to list the New Lionsgate new common shares on the NYSE under the symbol “LION”. New Lionsgate has not and will not set the initial prices of the New Lionsgate new common shares. The initial price will be established by the public markets.

In addition, there is currently no public trading market for the Starz common shares. Starz intends to apply to list the Starz common shares on the Nasdaq under the symbol “STRZ”. Starz has not and will not set the initial price of the Starz common shares. The initial price will be established by the public markets.

We cannot predict the prices at which New Lionsgate new common shares and Starz common shares will trade after the Transactions. For example, the combined trading prices, after the Transactions, of one and twelve one-hundredths (1.12) Starz common shares and one and twelve one-hundredths (1.12) New Lionsgate new common shares may not equal the trading price of one (1) LGEC Class A share immediately prior to the Transactions; one (1) Starz common share and one (1) New Lionsgate new common share may not equal the trading price of one (1) LGEC Class B share immediately prior to the Transactions; and [   ] New Lionsgate new common share may not equal the trading price of one (1) LG Studios common share immediately prior to the Transactions. The prices at which New Lionsgate new common shares and Starz common shares trade may fluctuate significantly, particularly until an orderly public market for each develops. Trading prices for the New Lionsgate new common shares and Starz common shares will be determined in the public markets and may be influenced by many factors. See “Risk Factors—Risks Related to the Transactions” and “Risk Factors—Risks Related to Starz and the Starz Business.”

Conditions to the Transactions

The Transactions will be completed at the Arrangement Effective Time in accordance with the Plan of Arrangement, provided that the conditions set forth in the Separation Agreement have been satisfied (or waived by Lionsgate in its sole and absolute discretion), including, among others:

• the Transactions having been duly approved by the Lionsgate Board;

• the Transactions having been duly approved by the LG Studios Board;

• the approval by the Lionsgate’s shareholders of the Lionsgate Transactions Proposal at the Lionsgate Annual General and Special Meeting;

• the approval by the LG Studios’ shareholders of the LG Studios Reorganization Proposal at the LG Studios Special Meeting;

• the SEC declaring effective the registration statement of which this joint proxy statement/prospectus forms a part; there being no order suspending the effectiveness of the registration statement in effect; and there being no proceedings for such purposes having been instituted or threatened by the SEC;

• the internal reorganization having been completed in accordance with the Separation Agreement;

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• the receipt by Lionsgate of an opinion from Lionsgate’s outside tax advisor to the effect that the requirements for tax-free treatment under Section 355 of the Internal Revenue Code should be satisfied;

• an independent appraisal firm acceptable to the Lionsgate Board having delivered an opinion to the Lionsgate Board confirming the solvency and financial viability of Starz after giving effect to the Transactions, in a form and substance acceptable to the Lionsgate Board in its sole and absolute discretion;

• all actions necessary or appropriate under applicable Canadian and U.S. federal, state, provincial or other securities or blue sky laws and the rule and regulations thereunder having been taken or made and, where applicable, having become effective or been accepted;

• the execution of certain agreements contemplated by the Separation Agreement;

• no order, injunction or decree issued by any government authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions being in effect;

• the New Lionsgate new common shares to be issued having been accepted for listing on the NYSE, subject to official notice of issuance; and

• no other event or development existing or having occurred that, in the judgment of the Lionsgate Board, or the LG Studios Board, makes it inadvisable to effect the Transactions.

Lionsgate and LG Studios will have discretion, upon mutual agreement and subject to the provisions of the Interim Orders, the Final Order, the Plan of Arrangement, and applicable law, to amend, modify or supplement the Arrangement Agreement, including to determine the Arrangement Effective Time. Lionsgate and LG Studios do not intend to notify Lionsgate and LG Studios shareholders, respectively of any modifications to the terms of the Transactions that, in the judgment of the Lionsgate Board and the LG Studios Board, respectively, are not material, unless notification is required by the Interim Orders or the Final Order. For example, the Lionsgate Board or the LG Studios Board might consider material such matters as significant changes to the exchange ratios and the assets to be contributed or the liabilities to be assumed in the Transactions. To the extent that the Lionsgate Board or the LG Studios Board determines that any modifications by Lionsgate or LG Studios, as applicable, materially change the material terms of the Transactions, each of Lionsgate and LG Studios will, as applicable, notify its respective shareholders in a manner reasonably calculated to inform them about the modification as may be required by law, including the Interim Orders and the Final Order, by, for example, publishing a press release, filing a Current Report on Form 8-K or circulating a supplement to this joint proxy statement/prospectus.

Dissent Rights

The following is a summary of the provisions of the BC Act, as modified by the Plan of Arrangement and the applicable Interim Order, relating to Lionsgate shareholders’ and LG Studios shareholders’ dissent rights in respect of the Lionsgate Arrangement Resolution and the Studios Arrangement Resolution, respectively. This summary is not a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of his, her or its shares and is qualified in its entirety by reference to the full text of Sections 237 to 247 of the BC Act, which is attached to this joint proxy statement/prospectus as Annex A, as modified by the Plan of Arrangement and the applicable Interim Order.

The statutory provisions dealing with the right of dissent are technical and complex. Any dissenting shareholder should seek independent legal advice, as failure to comply strictly with the provisions of the BC Act, as modified by the Plan of Arrangement and the applicable Interim Order, may result in the loss of all dissent rights.

Each Interim Order expressly provides registered Lionsgate shareholders’ and registered LG Studios shareholders with the right to dissent with respect to the Lionsgate Arrangement Resolution and the Studios Arrangement Resolution, respectively.

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Dissenting Shareholders of Lionsgate

Each dissenting shareholder of Lionsgate is entitled to be paid the fair value (determined as of the close of business on the day before the Lionsgate Arrangement Resolution was adopted at the Lionsgate Meeting) of all, but not less than all, his, her or its shares if the Lionsgate Arrangement Resolution and the Plan of Arrangement become effective, provided such holder duly dissents.

A registered Lionsgate shareholder is not entitled to dissent with respect to such holder’s shares if such holder votes any of its shares in favor of the Lionsgate Transactions Proposal. For greater certainty, a proxy submitted by a registered shareholder that does not contain voting instructions will, unless revoked, be voted in favor of the Lionsgate Transactions Proposal, and such shareholder will not be able to complete a dissent under the BC Act and the terms of the Interim Orders and the Final Order. Accordingly, non-registered shareholders of Lionsgate who wish to exercise the dissent rights must make arrangements for the registered holder of such Lionsgate shares to dissent on their behalf.

A written notice of dissent from the Lionsgate Transactions Proposal pursuant to Section 242 of the BC Act must be received by Lionsgate from a dissenting shareholder by 4:00 p.m., Vancouver time, on [ ], which is two business days immediately preceding the date of the Lionsgate Meeting (or if the Lionsgate Meeting is postponed or adjourned, at least two business days prior to the date of the postponed or adjourned Lionsgate Meeting). The notice of dissent should be delivered by registered mail to Lionsgate at: Dentons Canada LLP, 250 Howe Street, 20^th Floor, Vancouver, British Columbia V6C 3R8, Attention: Lionsgate, c/o Kimberly Burns.

To exercise dissent rights, a registered Lionsgate shareholder must dissent with respect to all Lionsgate shares of which they are both the registered and beneficial owner. A registered shareholder who wishes to dissent must deliver written notice of dissent to Lionsgate as set forth above and such notice of dissent must strictly comply with the requirements of s. 242 of the BC Act. Any failure by a registered Lionsgate shareholder to fully comply with the provisions of the BC Act as modified by the Plan of Arrangement, the Interim Order and any other order of the BC Court, may result in the loss of that holder’s dissent rights.

Beneficial shareholders who wish to exercise dissent rights must cause the registered Lionsgate shareholder holding their Lionsgate shares to deliver the notice of dissent.

To exercise dissent rights, a registered Lionsgate shareholder must prepare a separate notice of dissent for him, her or itself, if dissenting on his, her or its own behalf, and for each other beneficial Lionsgate shareholder who beneficially owns Lionsgate shares registered in the shareholder’s name and on whose behalf the registered shareholder is dissenting; and, if dissenting on its own behalf, must dissent with respect to all of the Lionsgate shares registered in his, her or its name or if dissenting on behalf of a beneficial shareholder, with respect to all of the Lionsgate shares registered in his, her or its name and beneficially owned by the beneficial shareholder on whose behalf the registered shareholder is dissenting. The notice of dissent must set out the number of Lionsgate shares in respect of which the dissent rights are being exercised (the “Lionsgate Notice Shares”).

If the Lionsgate Arrangement Resolution is approved, and Lionsgate notifies a registered holder of the Lionsgate Notice Shares of Lionsgate’s intention to act upon the Lionsgate Arrangement Resolution pursuant to Section 243 of the BC Act, the shareholder must, within one month after Lionsgate gives such notice, send to Lionsgate a written notice that such shareholder requires the purchase of all of the Lionsgate Notice Shares in respect of which such holder has given notice of dissent, together with the share certificate or certificates representing such shares (including a written statement prepared in accordance with Section 244(1)(c) of the BC Act if the dissent is being exercised by the registered shareholder on behalf of a beneficial holder), whereupon, subject to the provisions of the BC Act relating to the termination of dissent rights, the shareholder becomes a dissenting shareholder, and is bound to sell and Lionsgate is bound to purchase those Lionsgate shares.

A dissenting shareholder who does not strictly comply with the dissent procedures, which are provided herein in summary only, or, for any other reason, is not entitled to be paid fair value for his, her or its dissenting shares will be deemed to have participated in the Plan of Arrangement on the same basis as non-dissenting shareholders.

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Any dissenting Lionsgate shareholder who has duly complied with Section 244(1) of the BC Act, or Lionsgate, may apply to the BC Court, and the BC Court may determine the fair value of the dissenting shares and make consequential orders and give directions as the BC Court considers appropriate. There is no obligation on Lionsgate to apply to the BC Court. The dissenting shareholder will be entitled to receive from Lionsgate the fair value that the dissenting shares held immediately before the passing of the Lionsgate Arrangement Resolution.

Dissenting Shareholders of LG Studios

Each dissenting shareholder of LG Studios is entitled to be paid the fair value (determined as of the close of business on the day before the Studios Arrangement Resolution was adopted at the LG Studios Special Meeting) of his, her or its shares if the Studios Arrangement Resolution and the Plan of Arrangement become effective, provided such holder duly dissents.

A registered LG Studios shareholder is not entitled to dissent with respect to such holder’s shares if such holder votes any of its shares in favor of the Studios Arrangement Resolution. For greater certainty, a proxy submitted by a registered shareholder that does not contain voting instructions will, unless revoked, be voted in favor of the Studios Arrangement Resolution, and such shareholder will not be able to complete a dissent under the BC Act and the terms of the Interim Orders and the Final Order. Accordingly, non-registered shareholders of LG Studios who wish to exercise the dissent rights must make arrangements for the registered holder of such LG Studios shares to dissent on their behalf.

A written notice of dissent from the Studios Arrangement Resolution pursuant to Section 242 of the BC Act must be received by LG Studios from a dissenting shareholder by 4:00 p.m., Vancouver time, on [ ], which is two business days immediately preceding the date of the LG Studios Special Meeting (or if the LG Studios Special Meeting is postponed or adjourned, at least two business days prior to the date of the postponed or adjourned LG Studios Special Meeting). The notice of dissent should be delivered by registered mail to LG Studios at: Dentons Canada LLP, 250 Howe Street, 20^th Floor, Vancouver, British Columbia V6C 3R8, Attention: LG Studios, c/o Kimberly Burns.

To exercise dissent rights, a registered LG Studios shareholder must dissent with respect to all LG Studios shares of which they are both the registered and beneficial owner. A registered shareholder who wishes to dissent must deliver written notice of dissent to LG Studios as set forth above and such notice of dissent must strictly comply with the requirements of s. 242 of the BC Act. Any failure by a registered LG Studios shareholder to fully comply with the provisions of the BC Act as modified by the Plan of Arrangement, the Interim Order and any other order of the BC Court, may result in the loss of that holder’s dissent rights.

Beneficial shareholders who wish to exercise dissent rights must cause the registered LG Studios shareholder holding their LG Studios shares to deliver the notice of dissent.

To exercise dissent rights, a registered LG Studios shareholder must prepare a separate notice of dissent for him, her or itself, if dissenting on his, her or its own behalf, and for each other beneficial LG Studios shareholder who beneficially owns LG Studios shares registered in the shareholder’s name and on whose behalf the registered shareholder is dissenting; and, if dissenting on its own behalf, must dissent with respect to all of the LG Studios shares registered in his, her or its name or if dissenting on behalf of a beneficial shareholder, with respect to all of the LG Studios shares registered in his, her or its name and beneficially owned by the beneficial shareholder on whose behalf the registered shareholder is dissenting. The notice of dissent must set out the number of LG Studios shares in respect of which the dissent rights are being exercised (the “LG Studios Notice Shares”).

If the Studios Arrangement Resolution is approved, and LG Studios notifies a registered holder of the LG Studios Notice Shares of LG Studios’ intention to act upon the Studios Arrangement Resolution pursuant to Section 243 of the BC Act, the shareholder must, within one month after LG Studios gives such notice, send to

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LG Studios a written notice that such shareholder requires the purchase of all of the LG Studios Notice Shares in respect of which such holder has given notice of dissent, together with the share certificate or certificates representing such shares (including a written statement prepared in accordance with Section 244(1)(c) of the BC Act if the dissent is being exercised by the registered shareholder on behalf of a beneficial holder), whereupon, subject to the provisions of the BC Act relating to the termination of dissent rights, the shareholder becomes a dissenting shareholder, and is bound to sell and LG Studios is bound to purchase those LG Studios shares.

A dissenting shareholder who does not strictly comply with the dissent procedures, which are provided herein in summary only, or, for any other reason, is not entitled to be paid fair value for his, her or its dissenting shares will be deemed to have participated in the Plan of Arrangement on the same basis as non-dissenting shareholders.

Any dissenting LG Studios shareholder who has duly complied with Section 244(1) of the BC Act, or LG Studios, may apply to the BC Court, and the BC Court may determine the fair value of the dissenting shares and make consequential orders and give directions as the BC Court considers appropriate. There is no obligation on LG Studios to apply to the BC Court. The dissenting shareholder will be entitled to receive from LG Studios the fair value that the dissenting shares held immediately before the passing of the Studios Arrangement Resolution.

Accounting Treatment

Notwithstanding the legal form of the Transactions described elsewhere in this joint proxy statement/prospectus, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from New Lionsgate. This presentation is in accordance with GAAP, specifically FASB Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” and is primarily a result of the relative significance of the LG Studios Business as compared to the Starz Business and the continued involvement of existing senior management of Lionsgate with the LG Studios Business and, as a result, New Lionsgate. As a result, it is expected that the separation of the Starz Business from the LG Studios Business will qualify as a discontinued operation. For additional information, see “Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate” and “Management’s Discussion & Analysis of Financial Condition and Results of Operations of New Lionsgate.”

Interests of Lionsgate Directors and Officers in the Transactions

When considering the recommendation of the Lionsgate Board that Lionsgate’s shareholders approve the Lionsgate Transactions Proposal, shareholders should be aware that certain directors and executive officers of Lionsgate have certain interests in the Transactions that may be different from, or in addition to, the interests of such shareholders. The Lionsgate Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that Lionsgate’s shareholders approve the Lionsgate Transactions Proposal. Lionsgate’s executive officers include the following individuals: Jon Feltheimer, Michael Burns, James W. Barge, Brian Goldsmith and Bruce Tobey. As of December 20, 2024, Mark H. Rachesky, Founder and Chief Investment Officer of MHR Fund Management, LLC (“MHR Fund Management”), held 24.2% of the LGEC Class A shares and 9.7% of the LGEC Class B shares. Pursuant to the Lionsgate Investor Rights Agreement discussed in “Additional Lionsgate Annual General and Special Meeting Matters—Certain Relationships and Related Party Transactions of Lionsgate,” Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve on the Lionsgate Board as designees of MHR Fund Management.

Other than as set out elsewhere in the joint proxy statement/prospectus, no informed person of Lionsgate, no proposed nominee for election as a director of Lionsgate and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of Lionsgate’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect Lionsgate or any of its subsidiaries. An “informed person” is defined as (a) a director or executive officer of Lionsgate; (b) a director or executive officer of a

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person or company that is itself an informed person or subsidiary of Lionsgate; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of Lionsgate or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of Lionsgate other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) Lionsgate that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. The Lionsgate directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their ownership of LGEC Class A shares and LGEC Class B shares, eligibility to participate in the New Lionsgate 2025 Plan as directors or executive officers of New Lionsgate and eligibility to participate in the Starz 2025 Plan as directors or executive officers of Starz.

Interests of LG Studios Directors and Officers in the Transactions

When considering the recommendation of the LG Studios Board that LG Studios’ shareholders approve the LG Studios Reorganization Proposal, shareholders should be aware that certain directors and executive officers of LG Studios have certain interests in the Transactions that may be different from, or in addition to, the interests of such shareholders. The LG Studios Board was aware of these interests during its deliberations on the merits of the Transactions and considered them in deciding to recommend that LG Studios’ shareholders approve the LG Studios Reorganization Proposal. LG Studios’ executive officers include the following individuals: Jon Feltheimer, Michael Burns, James W. Barge, Brian Goldsmith and Bruce Tobey. As of December 20, 2024, Mark H. Rachesky, Founder and Chief Investment Officer of MHR Fund Management, LLC (“MHR Fund Management”), held 24.2% of the LGEC Class A shares and 9.7% of the LGEC Class B shares. Pursuant to the Lionsgate Investor Rights Agreement discussed in “Additional Lionsgate Annual General and Special Meeting Matters—Certain Relationships and Related Party Transactions of Lionsgate,” Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve on the LG Studios Board as designees of MHR Fund Management.

Other than as set out elsewhere in this joint proxy statement/prospectus, no informed person of LG Studios, and no associate or affiliate of any such informed person has had any material interest, direct or indirect, in any transaction since the commencement of LG Studios’ most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect LG Studios or any of its subsidiaries. An “informed person” is defined as (a) a director or executive officer of LG Studios; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of LG Studios; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of LG Studios or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of LG Studios other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) LG Studios, if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. The LG Studios directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their indirect ownership of LG Studios common shares, or their eligibility to participate in the New Lionsgate 2025 Plan as directors or executive officers of New Lionsgate and Starz 2025 Plan as directors or executive officers of Starz.

Continued Employment or Board Services

It is expected that as of immediately following the Transactions, Messrs. Feltheimer, Burns, Barge, Goldsmith and Tobey will become executive officers at New Lionsgate with the same titles under their existing employment agreements with LGEC, which will be assumed by New Lionsgate upon the completion of the Transactions. The Transactions will not be treated as a change in control under the existing employment agreements of Messrs. Feltheimer, Burns, Barge, Goldsmith and Tobey. In addition, certain non-employee directors of Lionsgate may become non-employee directors of the New Lionsgate Board and/or the Starz Board.

For more details, see “Information about New Lionsgate After the Transactions—Management of New Lionsgate”, “Information about New Lionsgate After the Transactions—Executive Compensation,” “Information about New Lionsgate After the Transactions—Directors of New Lionsgate” and “The Transactions—Directors of Starz Following the Transactions.”

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Listing of New Lionsgate New Common Shares and Starz Common Shares; Delisting and Deregistration of LGEC Class A shares, LGEC Class B shares and LG Studios Common Shares

Lionsgate anticipates that, immediately following the consummation of the Transactions, (i) the New Lionsgate new common shares to be issued in connection with the Transactions will be listed for trading on the NYSE, (ii) the Starz common shares to be issued in connection with the Transactions will be listed for trading on the Nasdaq, (iii) the LGEC Class A shares and the LGEC Class B shares will be delisted from the NYSE, (iv) the LG Studios common shares will be delisted from the Nasdaq, and (v) LG Studios will be deregistered under the Exchange Act. The listing of the New Lionsgate new common shares to be issued in connection with the Transactions for trading on the NYSE and the Starz common shares to be issued in connection with the Transactions for trading on the Nasdaq, will be subject to New Lionsgate and Starz, respectively, fulfilling all of the listing requirements of the NYSE or the Nasdaq, respectively.

Regulatory Requirements Related to the Transactions

The parties are not aware of any material governmental approvals or actions that are necessary for the completion of the Transactions. However, certain Lionsgate and LG Studios shareholders may have filing obligations under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 and should consult their own legal advisors.

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THE PLAN OF ARRANGEMENT

Transactions

If the Arrangement is approved and implemented, at the Arrangement Effective Time, the following transactions will be effected:

(a) each LGEC common share outstanding immediately prior to the Arrangement Effective Time held by an LGEC shareholder in respect of which dissent rights have been validly exercised will be transferred free and clear of all liens by the shareholder to New Lionsgate.

(b) New Lionsgate will amend its notice of articles to remove all of the existing directors and to name the following individuals as directors of New Lionsgate: 

a. Michael Burns;

b. Mignon Clyburn;

c. Gordon Crawford;

d. Jon Feltheimer;

e. Emily Fine;

f. Michael T. Fries;

g. John D. Harkey, Jr.;

h. Susan McCaw;

i. Yvette Ostolaza;

j. Mark H. Rachesky, M.D.;

k. Hardwick Simmons; and

l. Harry E. Sloan.

(c) each outstanding LGEC Class A share will be exchanged for one New Lionsgate Class A share and one New Lionsgate Class C preferred share, and each outstanding LGEC Class B share will be exchanged for one New Lionsgate Class B share and one New Lionsgate Class C preferred share. Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.”

(d) LG Sirius will be voluntarily dissolved under Section 314 of the BC Act. LG Sirius will transfer and assign all of its property to LGEC, and LGEC will assume all of the liabilities and obligations of LG Sirius.

(e) LGEC will change its name to Starz Entertainment Corp. and will create the Starz common shares. LGEC’s notice of articles will be amended to reflect the change of name and the alterations to LGEC’s capital, and LGEC will adopt the LGEC Interim Articles.

(f) each issued and outstanding LGEC common share will be transferred by New Lionsgate to LGEC in exchange for [   ] Starz common shares and all of the LG Sirius Owned Shares.

(g) the authorized capital of LGEC will be altered to eliminate LGEC Class A shares and LGEC Class B shares and LGEC’s notice of articles will be amended to reflect the alterations to LGEC’s capital, and LGEC will adopt the Starz Articles. 

(h) New Lionsgate will create the New Lionsgate new common shares and New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares; and in exchange for each New Lionsgate Class B share they hold, together with each New

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Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share and one (1) Starz common share.

(i) the authorized capital of New Lionsgate will be altered to eliminate the New Lionsgate Class A shares, the New Lionsgate Class B shares and the New Lionsgate Class C preferred shares, and New Lionsgate’s notice of articles will be amended to reflect the alterations to New Lionsgate’s capital, and New Lionsgate will adopt the New Lionsgate Interim Articles.

(j) Pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

(k) each LG Studios common share outstanding immediately prior to the Arrangement Effective Time held by a LG Studios shareholder in respect of which dissent rights have been validly exercised will be transferred to New Lionsgate.

(l) LG Studios shareholders, other than New Lionsgate and dissenting shareholders, will receive, in exchange for each LG Studios common share, without par value (“LG Studios common shares”), they hold, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the LG Studios Flip Shares (the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage will equal the quotient, expressed as a percentage, of (1) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time and held by LG Studios shareholders other than the LG Sirius Owned Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change prior to the Arrangement Effective Time.

(m) LG Studios will change its name to “Lionsgate Studios Holding Corp.” and the sole director of LG Studios will be Bruce Tobey. New Lionsgate will change its name to “Lionsgate Studios Corp.”, New Lionsgate will adopt the New Lionsgate Closing Articles, and the directors of New Lionsgate will be Gordon Crawford, Jon Feltheimer, Emily Fine, Michael T. Fries, John D. Harkey, Jr., Susan McCaw, Yvette Ostolaza, Mark H. Rachesky, M.D., Richard Rosenblatt and Harry E. Sloan. The directors of LGEC (now named Starz) will be Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Mark H. Rachesky, M.D., Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan.

The Exchange Ratios

LGEC Class A shares and LGEC Class B shares

In the Initial Share Exchange, LGEC shareholders will receive, in exchange for each LGEC Class A share that they hold, one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share and, in exchange for each LGEC Class B share that they hold, one (1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share. Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.”

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Following the Initial Share Exchange, LGEC will change its name to Starz Entertainment Corp. and create the Starz common shares and New Lionsgate will create the New Lionsgate new common shares. New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares, and in exchange for each New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share and one (1) Starz common share. Each of the Class A Lion Exchange, Class A Starz Exchange, Class B Lion Exchange, and Class B Starz Exchange is referred to herein as an “Exchange” and collectively as the “Exchanges”. Each of the Class A Lion Exchange Ratio, Class A Starz Exchange Ratio, Class B Lion Exchange Ratio, and Class B Starz Exchange Ratio is referred to herein as an “Exchange Ratio” and collectively as the “Exchange Ratios”.

Following the Second Share Exchange and pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

LG Studios common shares

Each LG Studios common share will be exchanged for a number of New Lionsgate new common shares equal to the LG Studios Reorganization Ratio. The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change.

Amendments

The Plan of Arrangement may be amended, modified or supplemented by Lionsgate, New Lionsgate and LG Studios at any time and from time to time prior to the Arrangement Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by Lionsgate, LG Studios (only to the extent such amendment, modification and/or supplement adversely affects LG Studios or the LG Studios shareholders) and New Lionsgate in writing, each acting reasonably, (iii) be filed with the BC Court if required by law, and, if made following the Lionsgate Annual General and Special Meeting or the LG Studios Special Meeting, be approved by the BC Court, and (iv) be communicated to Lionsgate shareholders or LG Studios shareholders if and as required by the BC Court.

Any amendment, modification or supplement to the Plan of Arrangement that is directed by the BC Court following the Lionsgate Annual General and Special Meeting or the LG Studios Special Meeting will be effective only if (i) it is consented to in writing by each of Lionsgate, LG Studios (only to the extent such amendment, modification or supplement adversely affects LG Studios or the LG Studios shareholders), and New Lionsgate (in each case, acting reasonably), and (ii) if required by the BC Court, it is consented to by some or all of the LGEC shareholders or LG Studios shareholders, as applicable, voting or consenting, as the case may be, in the manner directed by the BC Court.

Any amendment, modification or supplement to the Plan of Arrangement may be made following the Arrangement Effective Date unilaterally by New Lionsgate, provided that it concerns a matter which, in the

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reasonable opinion of New Lionsgate, is of an administrative nature required to better give effect to the implementation of the Plan of Arrangement and is not adverse to the economic interest of any former Lionsgate shareholder or LG Studios shareholder.

Closing of the Transactions

The Transactions will be implemented as an arrangement that is subject to a number of conditions, including the approval of the Lionsgate Transactions Proposal by LGEC shareholders, the approval of the LG Studios Reorganization Proposal by LG Studios shareholders, and the receipt of a final order from the BC Court (the “Final Order”). Subject to the satisfaction or waiver of such conditions, it is expected that the Arrangement Effective Time will occur on or about [    ].

Dissent Rights

For information on dissent rights for shareholders of Lionsgate and shareholders of LG Studios, see “The Transactions—Dissent Rights.”

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF NEW LIONSGATE

The following unaudited pro forma condensed consolidated financial information of New Lionsgate presents the financial information of Lions Gate Entertainment Corp. (“LGEC” or “Lionsgate”) adjusted to give effect to the planned separation of the Starz Business and the LG Studios Business (as more fully described below) and other significant corporate and financing transactions of Lionsgate related thereto, as well as the acquisition of eOne. The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X.

Lionsgate encompasses the LG Studios Business comprised of its motion picture and television studio operations, and the Starz Business, comprised of the STARZ-branded premium global subscription platforms. Pursuant to a plan of arrangement, the LG Studios Business and the Starz Business will be separated through a series of transactions (the “Transactions”) that will result in the pre-transaction shareholders of Lionsgate owning shares in two separate public companies as follows: (i) the Starz Business will be held by current Lionsgate under a new name, Starz Entertainment Corp. (“Starz”), which will continue to be owned by LGEC shareholders as of immediately before the Transactions and operated through the same wholly owned subsidiaries of current LGEC, and (ii) the LG Studios Business will be held by New Lionsgate, a new legal entity, which will be owned by LGEC shareholders and LG Studios shareholders as of immediately before the Transactions. Prior to the Transactions, New Lionsgate has no assets or operations and therefore its financial information is not included in this pro forma financial information. New Lionsgate will be determined to be the accounting spinnor in the Transactions and therefore the financial statements of New Lionsgate will reflect that of LGEC following the Transactions. Therefore, the pro forma financial information has been prepared by utilizing LGEC’s historical financial statements and adjusting for the Transactions and other significant corporate and financing transactions of Lionsgate related thereto, as well as the acquisition of eOne.

The following unaudited pro forma condensed consolidated financial statements consist of unaudited pro forma condensed consolidated statements of operations for the six months ended September 30, 2024 and fiscal years ended March 31, 2024, 2023 and 2022, and an unaudited pro forma condensed consolidated balance sheet as of September 30, 2024. The unaudited pro forma condensed consolidated financial information should be read together with the following:

• Lionsgate’s historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its quarterly report on Form 10-Q for the six months ended September 30, 2024 and annual report on Form 10-K for the three fiscal years ended March 31, 2024;

• Lionsgate Studios Corp.’s (“LG Studios”) historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its quarterly report on Form 10-Q for the six months ended September 30, 2024 and historical combined audited financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three fiscal years ended March 31, 2024 included in this joint proxy statement/prospectus;

• The historical combined financial statements of the Starz Business and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended September 30, 2024 and for the three fiscal years ended March 31, 2024 included in this joint proxy statement/prospectus.

• eOne’s unaudited combined statement of operations data for the nine months ended October 1, 2023 and the related notes included in this joint proxy statement/prospectus.

The unaudited pro forma condensed consolidated financial statements is provided for illustrative and informational purposes only and does not purport to represent or be indicative of the actual results of operations or financial condition and should not be construed as representative of the future results of operations or financial condition of New Lionsgate.

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The unaudited pro forma condensed consolidated balance sheet gives effect to the Transactions and other significant corporate and financing transactions of Lionsgate related thereto, not otherwise reflected in the historical consolidated financial statements of Lionsgate, as if they had occurred on September 30, 2024. The unaudited pro forma condensed consolidated statement of operations for the six months ended September 30, 2024 and fiscal year ended March 31, 2024 gives effect to the Transactions and other significant corporate and financing transactions of Lionsgate related thereto, as well as the acquisition of eOne, as if they had occurred on April 1, 2023. The unaudited pro forma condensed consolidated statement of operations for the fiscal years ended March 31, 2023 and 2022 reflect only the retroactive presentation required under the discontinued operations accounting guidance and therefore do not reflect any other transaction adjustments. Accordingly, intercompany transactions between the LG Studios Business and the Starz Business remain eliminated in the pro forma condensed consolidated statements of operations for the fiscal years ended March 31, 2023 and 2022.

Capitalized terms defined in this unaudited pro forma condensed consolidated financial information of New Lionsgate have the meanings ascribed to such terms in, and for the purposes of, this section.

Description of the Transactions

In the Initial Share Exchange, LGEC shareholders will receive, in exchange for each LGEC Class A share that they hold, one (1) New Lionsgate Class A share together with one (1) New Lionsgate Class C preferred share and, in exchange for each LGEC Class B share that they hold, one (1) New Lionsgate Class B share together with one (1) New Lionsgate Class C preferred share. Following the Initial Share Exchange, LGEC will change its name to Starz Entertainment Corp. and create the Starz common shares and New Lionsgate will create the New Lionsgate new common shares. Such exchange transactions by LGEC shareholders are collectively referred to as the “Initial Share Exchange.”

In the Second Share Exchange, New Lionsgate shareholders (formerly LGEC shareholders) will receive, in exchange for each New Lionsgate Class A share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class A share in the Initial Share Exchange, one and twelve one-hundredths (1.12) New Lionsgate new common shares and one and twelve one-hundredths (1.12) Starz common shares, and in exchange for each New Lionsgate Class B share they hold, together with each New Lionsgate Class C preferred share they hold and which was issued in exchange for an LGEC Class B share in the Initial Share Exchange, one (1) New Lionsgate new common share together with one (1) Starz common share. Each of the Class A Lion Exchange, Class A Starz Exchange, Class B Lion Exchange, and Class B Starz Exchange is referred to herein as an “Exchange” and collectively as the “Exchanges”. Each of the Class A Lion Exchange Ratio, Class A Starz Exchange Ratio, Class B Lion Exchange Ratio, and Class B Starz Exchange Ratio is referred to herein as an “Exchange Ratio” and collectively as the “Exchange Ratios”.

Following the Second Share Exchange and pursuant to the Reverse Stock Split, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share.

LG Studios shareholders, other than New Lionsgate and dissenting shareholders will receive, in exchange for each LG Studios common share, without par value (“LG Studios common shares”), they hold, a number of New Lionsgate new common shares equal to the product of the LG Studios Consideration Shares divided by the LG Studios Flip Shares (the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares will equal the aggregate number of LG Studios common shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage will equal the quotient, expressed as a percentage, of (1) the total number of LG Studios common shares issued and outstanding immediately prior to the Arrangement Effective Time and held by LG Studios shareholders other than the LG Sirius Owned Shares divided by (2) the total number of LG Studios common shares issued and outstanding immediately prior to the

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Arrangement Effective Time. Such transactions by LG Studios shareholders are collectively referred to as the “LG Studios Flip.” Because the LG Studios Reorganization Ratio is based on the aggregate number of New Lionsgate new common shares issued to New Lionsgate shareholders (formerly LGEC shareholders) in the Second Share Exchange, and such aggregate number of New Lionsgate new common shares will depend on the aggregate number of LGEC Class A shares and LGEC Class B shares that are issued and outstanding as of immediately prior to the Arrangement Effective Time, the actual number of New Lionsgate new common shares issued to LG Studios shareholders in the LG Studios Flip is subject to change.

According to United States (“U.S.”) generally accepted accounting principles (“GAAP”), due to the relative significance of the LG Studios Business as compared to the Starz Business and the continued involvement of existing Lionsgate’s senior management with the LG Studios Business following the completion of the Transactions, New Lionsgate (which will hold the LG Studios Business) will be considered the accounting spinnor or divesting entity and Starz (which will hold the Starz Business) will be considered the accounting spinnee or divested entity. As a result, the Starz Business will be accounted for as discontinued operations in the financial statements of New Lionsgate following the completion of the Transactions.

Description of Other Transactions

Business Combination and Prior LG Studios Separation

On December 22, 2023, Lionsgate entered into a business combination transaction (the “Business Combination”) pursuant to a business combination agreement (the “Business Combination Agreement”), that was then consummated on May 13, 2024, with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (“New SEAC”), LG Sirius, LG Orion Holdings ULC, a British Columbia unlimited liability company and wholly-owned subsidiary of Lionsgate (“StudioCo”) and other affiliates of SEAC. Pursuant to the terms and conditions of the Business Combination Agreement, the LG Studios Business was combined with SEAC through a series of transactions, including an amalgamation of StudioCo and New SEAC under a Canadian plan of arrangement (the “Business Combination”). In connection with the closing of the Business Combination, New SEAC changed its name to “Lionsgate Studios Corp.” and continues the existing business operations of StudioCo, consisting of the LG Studios Business of Lionsgate. The LG Studios Business consists of the businesses of Lionsgate’s Motion Picture and Television Production segments, together with substantially all of Lionsgate’s corporate general and administrative functions and costs. LG Studios became a separate publicly traded company and its common shares commenced trading on Nasdaq under the symbol “LION” on May 14, 2024.

In connection with and prior to the Business Combination, Lionsgate and StudioCo entered into a separation agreement pursuant to which the assets and liabilities of the LG Studios Business were transferred to StudioCo such that StudioCo held, directly or indirectly, all of the assets and liabilities of the LG Studios Business (the “Prior LG Studios Separation”).

As a result of the Business Combination, approximately 87.8% of the total shares of LG Studios continued to be held by Lionsgate, while other shareholders owned approximately 12.2% of LG Studios, immediately following the closing of the Business Combination. In addition to establishing LG Studios as a standalone publicly-traded entity, the transaction resulted in approximately $330.0 million of gross proceeds to Lionsgate. The net proceeds were used to partially pay down amounts outstanding under Lionsgate’s corporate debt.

Acquisition of eOne

On December 27, 2023, Lionsgate and its subsidiaries completed the acquisition of all of the issued and outstanding equity interests of the companies constituting the Entertainment One television and film business (“eOne”). The aggregate cash purchase price was approximately $385.1 million, and was subject to further adjustment based on final determination of purchase price adjustments, including for cash, debt, and working capital. Lionsgate funded the acquisition of eOne with a combination of cash on hand and a drawdown of $375.0 million under its revolving credit facility.

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As Lionsgate was determined to be the accounting acquirer in the acquisition of eOne, the acquisition is considered a business combination under Accounting Standard Codification (“ASC”) Topic 805 and was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total estimated purchase price, has been allocated to the tangible and intangible assets acquired and liabilities assumed of eOne based on a preliminary estimate of their fair value, and such estimates are reflected in Lionsgate’s historical consolidated balance sheet as September 30, 2024. The preliminary allocation of the estimated purchase price is based upon management’s estimates based on information currently available and is subject to revision as a more detailed analysis is completed and additional information on the fair value of the assets and liabilities become available and final appraisals and analysis are completed. Lionsgate is still evaluating the fair value of film and television programs and libraries, accounts receivable, participations and residuals liabilities, and income taxes, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of eOne may change the amount of the purchase price allocable to goodwill, and could have a material impact on the accompanying unaudited pro forma condensed consolidated statements of operations.

Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this joint proxy statement/prospectus. As the unaudited pro forma condensed consolidated financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances.

The unaudited pro forma condensed consolidated financial statements have been adjusted to give effect to the following:

• The disposition by New Lionsgate of the Starz Business including certain assets and liabilities and operations that comprise the Starz Business, in connection with the Transactions and the resulting treatment as a discontinued operation (see Note 2).

• The impact of the acquisition of eOne and related purchase accounting adjustments to the results of operations as if the acquisition had occurred on April 1, 2023, as the acquired assets and liabilities are already reflected on Lionsgate’s balance sheet as of September 30, 2024 (see Note 4).

• Other transactions, related to the Transactions, including changes in the capital structure:

• The LG Studios Flip, as defined above, including the elimination of noncontrolling interest in LG Studios which was previously recognized as a result of the Prior LG Studios Separation and Business Combination.

• The pay-off of Lionsgate’s existing Revolving Credit Facility, remaining Term Loan A and remaining Term Loan B (all as defined under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lionsgate Studios Corp. — Liquidity and Capital Resources” included elsewhere herein), with $325.1 million of Lionsgate’s 5.5% senior notes due April 15, 2029 (the “Existing Notes”) remaining obligations of the Starz Business that are presented as part of discontinued operations and $389.9 million of the Lionsgate Exchange Notes (also defined under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lionsgate Studios Corp. — Liquidity and Capital Resources”, the “Exchange Notes”) which will remain with the LG Studios Business and be obligations of New Lionsgate;

• The transfer of cash from Starz to the LG Studios Business in connection with the capital structure allocation as a result of the Transactions, including the allocation of Existing Notes and Exchange Notes discussed above and the assumption of additional senior indebtedness raised by the Starz Business following the completion of the Transactions;

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• Lionsgate’s incurrence of new debt consisting of an estimated $609.0 million, including a new revolving line of credit (with $64.0 million outstanding balance assumed) and new asset backed debt facilities, with an aggregate principal balance currently estimated to be approximately $545.0 million in aggregate as of September 30, 2024, before debt issuance costs (see details below at Note 3(b) and Note 3(c)). The estimated incurrence of new debt as of September 30, 2024 is in addition to the IP facilities of approximately $795.0 million executed during the six months ended September 30, 2024, but includes IP facilities of $265 million and $130 million executed in November 2024 and December 2024, respectively, and not reflected on Lionsgate’s balance sheet as of September 30, 2024;

• The impact, if any, of various agreements entered into in connection with the Transactions inclusive of the separation agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, and other commercial agreements between New Lionsgate and Starz; and,

• the related income tax effects of the pro forma adjustments.

A final determination regarding New Lionsgate’s debt and capital structure has not yet been made, and the separation agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, and other commercial arrangements have not been finalized. The pro forma adjustments are based on available information and assumptions that management believes are reasonable given the information currently available. However, such adjustments are subject to change as we finalize the terms of these agreements. Additionally, as the repayment of Lionsgate’s existing Revolving Credit Facility and remaining Term Loan A is expected in connection with the Transactions, the repayment and issuance of new debt are considered probable transactions requiring transaction accounting adjustments in these unaudited pro forma condensed consolidated financial statements. Lionsgate has estimated the applicable amounts and terms based on the amounts currently outstanding as of September 30, 2024 and estimates of current market rates. The amounts to be refinanced prior to or at the time of the completion of the Transactions are expected to differ from these estimated amounts. Depending on the market conditions and cash on hand at Lionsgate at the time of the completion of the Transactions, New Lionsgate could borrow more than or less than the amounts outstanding under the existing debt arrangements. New Lionsgate’s ability to obtain financing and the terms of such financing will depend on, among other things, its business plans, operating performance, the condition of the capital markets at the time it seeks financing, and short and long-term debt ratings assigned by independent rating agencies. Additionally, circumstances related to inflation and changes in interest rates has caused disruption in the capital markets, which could make financing more difficult and/or more expensive. See additional discussion, including interest rate and debt issuance sensitivity, in Note 3(c)) below.

Beginning in the first quarter ended after the completion of the Transactions, New Lionsgate’s historical financial results for comparative prior periods will reflect the Starz Business as discontinued operations.

The unaudited pro forma condensed consolidated financial statements are presented based on information currently available, are intended for informational purposes, are not intended to represent what New Lionsgate’s financial position and results of operations actually would have been had the Transactions and related transactions occurred on the dates indicated above and do not reflect all actions that may be undertaken by New Lionsgate after the disposition of the Starz Business. In addition, the unaudited pro forma condensed consolidated financial statements are not necessarily indicative of New Lionsgate’s results of operations and financial position for any future period.

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NEW LIONSGATE

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF

SEPTEMBER 30, 2024

(in millions)

	Historical Lionsgate (as reported)		Discontinued Operations (Note 2(A))			Transaction Accounting Adjustments			Notes		Pro Forma New Lionsgate
ASSETS
Cash and cash equivalents	$	229.6	$	(18.8	)	$	(106.0	)		3(b)	$	104.8
Accounts receivable, net		573.1		(74.2	)		158.5			3(a)		657.4
Other current assets		350.5		(18.3	)		—					332.2
Total current assets		1,153.2		(111.3	)		52.5					1,094.4
Investment in films and television programs and program rights, net		3,284.8		(921.3	)		—					2,363.5
Property and equipment, net		86.7		(50.7	)		—					36.0
Investments		77.7		—			—					77.7
Intangible assets		916.5		(893.3	)		—					23.2
Goodwill		806.5		—			—					806.5
Other assets		821.4		(43.0	)		—					778.4
Total assets	$	7,146.8	$	(2,019.6	)	$	52.5				$	5,179.7
LIABILITIES
Accounts payable	$	345.2	$	(87.4	)	$	(0.4	)		3(b)	$	257.4
Content related payables		155.2		(118.2	)		—					37.0
Other accrued liabilities		228.3		(51.1	)		(3.6	)		3(b)		173.6
Participations and residuals		619.6		(29.3	)		—					590.3
Film related and other obligations		1,702.6		(67.9	)		—					1,634.7
Debt - short term portion		362.6		—			(362.6	)		3(c)		—
Deferred revenue		377.0		(29.5	)		18.9			3(a)		366.4
Total current liabilities		3,790.5		(383.4	)		(347.7	)				3,059.4
Debt		2,097.7		(317.4	)		(25.0	)		3(c)		1,755.3
Participations and residuals		442.6		—			—					442.6
Film related and other obligations		228.4		—			—					228.4
Other liabilities		515.1		(84.4	)		—					430.7
Deferred revenue		172.6		—			—					172.6
Deferred tax liabilities		24.8		(10.9	)		—					13.9
Total liabilities		7,271.7		(796.1	)		(372.7	)				6,102.9
Redeemable noncontrolling interest		99.7		—			—					99.7
EQUITY (DEFICIT)
LGEC Class A shares, no par value, 500.0 million shares authorized, 83.6 million shares issued and outstanding (Pro Forma - no shares authorized, no shares issued and outstanding) and LGEC Class B shares, no par value, 500.0 million shares authorized, 156.4 million shares issued and outstanding (Pro Forma - no shares authorized, no shares issued and outstanding)		3,157.7		(1,204.4	)		431.0			3(d)		—
						(2,384.3)			3(e)

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	Historical Lionsgate (as reported)			Discontinued Operations (Note 2(A))			Transaction Accounting Adjustments			Notes		Pro Forma New Lionsgate
New Lionsgate new common shares, no par value, no shares authorized, no shares issued and outstanding (Pro Forma - unlimited authorized, 284.8 million shares issued and outstanding)		—						2,266.9			3(e)		2,266.9
Accumulated deficit		(3,396.4	)		—			(5.8	)		3(c)		(3,402.2	)
Accumulated other comprehensive income		96.6			(19.1	)							77.5
Total Lions Gate Entertainment Corp. shareholders’ equity (deficit)		(142.1	)		(1,223.5	)		307.8					(1,057.8	)
Noncontrolling interests		(82.5	)		—			117.4			3(e)		34.9
Total equity (deficit)		(224.6	)		(1,223.5	)		425.2					(1,022.9	)
Total liabilities, redeemable noncontrolling interest and equity	$	7,146.8		$	(2,019.6	)	$	52.5				$	5,179.7

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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NEW LIONSGATE

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 2024

(in millions, except per share amounts)

	Historical Lionsgate (as reported)			Discontinued Operations (Note 2(B))			Transaction Accounting Adjustments			Notes		Pro Forma New Lionsgate
Revenues	$	1,783.3		$	(697.0	)	$	325.7			3(g)	$	1,412.0
Expenses:
Direct operating		1,072.4			(314.5	)		226.0			3(g)		983.9
Distribution and marketing		431.5			(204.9	)		—					226.6
General and administration		229.0			(47.0	)		—			3(j)		182.0
Depreciation and amortization		91.6			(82.9	)		—					8.7
Restructuring and other		28.6			3.8			—					32.4
Total expenses		1,853.1			(645.5	)		226.0					1,433.6
Operating income (loss)		(69.8	)		(51.5	)		99.7					(21.6	)
Interest expense		(143.1	)		11.8			23.7			3(h)		(107.6	)
Interest and other income		8.5			(0.2	)		—					8.3
Other expense		(18.9	)		3.7			—					(15.2	)
Gain (loss) on extinguishment of debt		(6.4	)		—			1.5			3(i)		(4.9	)
Equity interests income (loss)		0.8			—			—					0.8
Loss from continuing operations before income taxes		(228.9	)		(36.2	)		124.9					(140.2	)
Income tax provision		(12.0	)		1.9			—			3(k)		(10.1	)
Net income (loss) from continuing operations		(240.9	)		(34.3	)		124.9					(150.3	)
Less: Net loss from continuing operations attributable to noncontrolling interests		18.2			—			(16.7	)		3(f)		1.5
Net income (loss) from continuing operations attributable to controlling interest	$	(222.7	)	$	(34.3	)	$	108.2				$	(148.8	)
Per share information attributable to shareholders:
Basic net income (loss) from continuing operations per common share	$	(0.94	)								3(l)	$	(0.54	)
Diluted net income (loss) from continuing operations per common share	$	(0.94	)								3(l)	$	(0.54	)
Weighted average number of common shares outstanding:
Basic		237.5									3(l)		274.3
Diluted		237.5									3(l)		274.3

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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NEW LIONSGATE

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 2024

(in millions, except per share amounts)

	Historical Lionsgate (as reported)			eOne			eOne PPA (Note 4)			Lionsgate (as adjusted)			Discontinued Operations (Note 2(B))			Transaction Accounting Adjustments			Notes		Pro Forma New Lionsgate
Revenues	$	4,016.9		$	393.6		$	—		$	4,410.5		$	(1,576.4	)	$	545.9			3(g)	$	3,380.0
Expenses:
Direct operating		2,189.2			303.1			(48.2	)		2,444.1			(731.1	)		428.6			3(g)		2,141.6
Distribution and marketing		911.4			18.2			—			929.6			(449.1	)		—					480.5
General and administration		490.5			84.3			—			574.8			(110.0	)		(10.0	)		3(j)		454.8
Depreciation and amortization		192.2			13.1			(7.5	)		197.8			(176.6	)		—					21.2
Restructuring and other		508.5			—			—			508.5			(378.5	)		—					130.0
Goodwill impairment		663.9			296.2			—			960.1			(663.9	)		—					296.2
Total expenses		4,955.7			714.9			(55.7	)		5,614.9			(2,509.2	)		418.6					3,524.3
Operating income (loss)		(938.8	)		(321.3	)		55.7			(1,204.4	)		932.8			127.3					(144.3	)
Interest expense		(269.8	)		(27.9	)		—			(297.7	)		23.8			32.7			3(h)		(241.2	)
Interest and other income		22.1			6.8			—			28.9			(3.8	)		—					25.1
Other expense		(26.9	)		(7.8	)		—			(34.7	)		7.6			—					(27.1	)
Gain (loss) on extinguishment of debt		19.9			—			—			19.9			(21.2	)		(16.3	)		3(i)		(17.6	)
Gain on investments		3.5			—			—			3.5			—			—					3.5
Equity interests income (loss)		8.7			—			—			8.7			—			—					8.7
Loss from continuing operations before income taxes		(1,181.3	)		(350.2	)		55.7			(1,475.8	)		939.2			143.7					(392.9	)
Income tax provision		65.0			38.3			—			103.3			(85.2	)		—			3(k)		18.1
Net income (loss) from continuing operations		(1,116.3	)		(311.9	)		55.7			(1,372.5	)		854.0			143.7					(374.8	)
Less: Net loss from continuing operations attributable to noncontrolling interests		13.4			—			—			13.4			—			—					13.4
Net income (loss) from continuing operations attributable to controlling interest	$	(1,102.9	)	$	(311.9	)	$	55.7		$	(1,359.1	)	$	854.0		$	143.7				$	(361.4	)
Per share information attributable to shareholders:
Basic net income (loss) from continuing operations per common share	$	(4.77	)																	3(l)	$	(1.48	)
Diluted net income (loss) from continuing operations per common share	$	(4.77	)																	3(l)	$	(1.48	)
Weighted average number of common shares outstanding:
Basic		233.6																		3(l)		243.7
Diluted		233.6																		3(l)		243.7

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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NEW LIONSGATE

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FISCAL YEAR ENDED MARCH 31, 2023

(in millions, except per share amounts)

	Historical Lionsgate (as reported)			Discontinued Operations (Note 2(B))			Notes		Pro Forma New Lionsgate
Revenues	$	3,854.8		$	(1,546.5	)		3(g)	$	2,308.3
Expenses:
Direct operating		2,312.5			(816.2	)		3(g)		1,496.3
Distribution and marketing		801.7			(497.5	)				304.2
General and administration		531.1			(112.5	)				418.6
Depreciation and amortization		180.3			(162.4	)				17.9
Restructuring and other		411.9			(389.8	)				22.1
Goodwill impairment		1,475.0			(1,475.0	)				—
Total expenses		5,712.5			(3,453.4	)				2,259.1
Operating income (loss)		(1,857.7	)		1,906.9					49.2
Interest expense		(221.2	)		31.4					(189.8	)
Interest and other income		6.4			(0.7	)				5.7
Other expense		(26.9	)		6.7					(20.2	)
Gain (loss) on extinguishment of debt		57.4			(58.7	)				(1.3	)
Gain on investments		44.0			—					44.0
Equity interests income (loss)		0.5			—					0.5
Loss from continuing operations before income taxes		(1,997.5	)		1,885.6					(111.9	)
Income tax provision		(21.3	)		2.5					(18.8	)
Net income (loss) from continuing operations		(2,018.8	)		1,888.1					(130.7	)
Less: Net loss from continuing operations attributable to noncontrolling interests		8.6			—					8.6
Net income (loss) from continuing operations attributable to controlling interest	$	(2,010.2	)	$	1,888.1				$	(122.1	)
Per share information attributable to shareholders:
Basic net income (loss) from continuing operations per common share	$	(8.82	)					3(l)	$	(0.51	)
Diluted net income (loss) from continuing operations per common share	$	(8.82	)					3(l)	$	(0.51	)
Weighted average number of common shares outstanding:
Basic		227.9						3(l)		237.9
Diluted		227.9						3(l)		237.9

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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NEW LIONSGATE

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FISCAL YEAR ENDED MARCH 31, 2022

(in millions, except per share amounts)

	Historical Lionsgate (as reported)			Discontinued Operations (Note 2(B))			Notes		Pro Forma New Lionsgate
Revenues	$	3,604.3		$	(1,536.2	)		3(g)	$	2,068.1
Expenses:
Direct operating		2,064.2			(758.8	)		3(g)		1,305.4
Distribution and marketing		861.0			(545.8	)				315.2
General and administration		475.4			(107.8	)				367.6
Depreciation and amortization		177.9			(159.8	)				18.1
Restructuring and other		16.8			(10.8	)				6.0
Total expenses		3,595.3			(1,583.0	)				2,012.3
Operating income (loss)		9.0			46.8					55.8
Interest expense		(176.0	)		38.0					(138.0	)
Interest and other income		30.8			(3.2	)				27.6
Other expense		(10.9	)		2.7					(8.2	)
Gain (loss) on extinguishment of debt		(28.2	)		24.8					(3.4	)
Gain on investments		1.3			—					1.3
Equity interests income (loss)		(3.0	)		—					(3.0	)
Loss from continuing operations before income taxes		(177.0	)		109.1					(67.9	)
Income tax provision		(28.4	)		11.0					(17.4	)
Net income (loss) from continuing operations		(205.4	)		120.1					(85.3	)
Less: Net loss from continuing operations attributable to noncontrolling interests		17.2			—					17.2
Net income (loss) from continuing operations attributable to controlling interest	$	(188.2	)	$	120.1				$	(68.1	)
Per share information attributable to shareholders:
Basic net income (loss) from continuing operations per common share	$	(0.84	)					3(l)	$	(0.29	)
Diluted net income (loss) from continuing operations per common share	$	(0.84	)					3(l)	$	(0.29	)
Weighted average number of common shares outstanding:
Basic		224.1						3(l)		234.1
Diluted		224.1						3(l)		234.1

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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NEW LIONSGATE

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet gives effect to the Transactions and other significant corporate and financing transactions of Lionsgate related thereto, to the extent not reflected in Lionsgate’s historical financial information, as if they had occurred on September 30, 2024. The pro forma adjustments to the unaudited pro forma condensed consolidated statement of operations for the six months ended September 30, 2024 and fiscal year ended March 31, 2024 gives effect to the Transactions and other significant corporate and financing transactions of Lionsgate related thereto, as well as the acquisition of eOne, as if they had occurred on April 1, 2023. The unaudited pro forma condensed consolidated statement of operations for the fiscal years ended March 31, 2023 and 2022 reflect only the retroactive presentation required under the discontinued operations accounting guidance and therefore do not reflect any other transaction adjustments. Accordingly, intercompany transactions between the LG Studios Business and the Starz Business remain eliminated in the pro forma condensed consolidated statements of operations for the fiscal years ended March 31, 2023 and 2022.

Lionsgate in the unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 reflects the historical balance sheet of Lionsgate, inclusive of the preliminary estimated fair value of assets acquired and liabilities assumed upon the completed acquisition of eOne.

Lionsgate’s fiscal year ends on March 31 and eOne’s fiscal year ends on the last Sunday in December. The pro forma condensed consolidated financial information is presented on the basis of Lionsgate’s fiscal year and combines the historical results of the fiscal periods of Lionsgate and eOne.

The information in the “Discontinued Operations” column in the unaudited pro forma condensed consolidated statements of operations was derived from Lionsgate’s consolidated financial statements and related accounting records for the six months ended September 30, 2024 and fiscal years ended March 31, 2024, 2023, and 2022 and reflects the operating results of the Starz Business under the accounting rules for discontinued operations. Discontinued Operations does not include any allocation of general corporate overhead expense of Lionsgate to the Starz Business, which results in all of Lionsgate’s corporate general and administrative expenses, net of reductions for the transition services agreement (see Note 3(j)), reflected in New Lionsgate’s unaudited pro forma condensed consolidated statements of operations, which is consistent with those functions remaining with the LG Studios Business.

The information in the “eOne” column in the unaudited pro forma condensed consolidated statement of operations for the fiscal year ended March 31, 2024 was derived from eOne’s unaudited condensed combined statement of operations data for the nine months ended December 27, 2023 and eOne’s accounting records. As the eOne acquisition occurred on December 27, 2023, the historical statement of operations of Lionsgate for the fiscal year ended March 31, 2024 includes revenues and loss before income taxes from eOne for the period from December 27, 2023 through March 31, 2024, which amounted to $113.8 million and $4.9 million, respectively.

Pro forma New Lionsgate results of operations presented in these unaudited pro forma financial statements differ from the audited combined results of operations of the LG Studios Business as presented elsewhere in this joint proxy statement/prospectus primarily due to the impact of Transactions and other related adjustments for the six months ended September 30, 2024 and fiscal year ended March 31, 2024, the elimination of intercompany licensing revenues and related direct operating expense for the fiscal years ended March 31, 2023 and 2022 and the allocation of Lionsgate’s historical corporate general and administrative expenses to the Starz Business.

The foregoing historical financial statements have been prepared in accordance with U.S. GAAP. The unaudited pro forma condensed consolidated financial information has been prepared based on the

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aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed consolidated financial information. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed consolidated financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed consolidated financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Transactions.

The pro forma adjustments reflecting the completion of the Transactions are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the current time.

The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the company following completion of the Transactions.

2. Discontinued Operations

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, and the unaudited pro forma condensed consolidated statements of operations for the six months ended September 30, 2024 and fiscal years ended March 31, 2024, 2023, and 2022 includes the following adjustments:

(A) Reflects the balance sheet deconsolidation adjustments for the discontinued operations of the Starz Business, including the associated assets, liabilities, and equity, that are directly related to the Transactions, and debt that is expected to be assumed by the Starz Business following the completion of the Transactions.

(B) Reflects the statement of operations adjustments for the discontinued operations of the Starz Business that are directly related to the Transactions. The following is a description of selected financial information from the “Discontinued Operations” column:

• No portion of Lionsgate’s historical corporate general and administrative expenses were allocated to discontinued operations because U.S. GAAP precludes the elimination of these amounts from continuing operations.

• Expenses incurred directly attributable to the Transactions, including legal, accounting and tax advisory services, are reflected as discontinued operations, including $5.0 million, $5.8 million, $10.2 million, and $0.6 million, for the six months ended September 30, 2024, and fiscal years ended March 31, 2024, 2023, and 2022, respectively. New Lionsgate expects to incur additional expenses directly attributable to the Transactions of $16.7 million, including but not limited to investment advisory fees, which are reflected as a reduction of pro forma cash (see Note 3(b)) on the unaudited pro forma condensed consolidated balance sheet and which have not been reflected in the unaudited pro forma condensed consolidated statement of operations as such costs will be reported within discontinued operations as incurred.

• Discontinued operations includes only interest expense related to debt positions that are directly related to the Starz Business or are expected to remain with the Starz Business following the completion of the Transactions, specifically the Existing Notes which are issued by a Starz entity, and to the extent not exchanged for new 5.5% senior notes which will become obligations of New

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Lionsgate or otherwise refinanced as part of the new capital structure for both the LG Studios Business and the Starz Business, will remain with the Starz Business, along with any other film related and other obligations directly related to the Starz Business. No other interest expense was allocated to discontinued operations.

• Income Taxes attributable to discontinued operations were calculated by applying tax allocation methods in accordance with U.S. GAAP.

The discontinued operations of the Starz Business presented in these pro forma financial statements differs from the information presented for the Media Networks segment in Lionsgate’s historical consolidated financial statements primarily due to the Media Networks’ segment profit including only revenue less direct operating, distribution and marketing and general and administrative expenses. The discontinued operations of the Starz Business, when applicable, includes restructuring and other costs, share-based compensation, certain programming and content charges as a result of changes in management and/or programming and content strategy and certain charges related to the COVID-19 global pandemic which are excluded from the Media Networks’ segment profit. The discontinued operations of the Starz Business also includes the impact of certain eliminations associated with the intercompany licensing arrangement for the license of content from Lionsgate to the Starz Business.

3. Transaction Accounting Adjustments

The pro forma adjustments included in the unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 are as follows:

(a) Reflects the recognition of accounts receivable representing amounts due from the Starz Business to the LG Studios Business and deferred revenue from the Starz Business as of September 30, 2024 that were previously eliminated in consolidation but are expected to remain outstanding following the completion of the Transactions.

(b) Reflects the expected change in cash as a result of the expected refinancing of Lionsgate’s existing Revolving Credit Facility, Term Loan A and Term Loan B (which is based on the outstanding balance of $985.9 million as of September 30, 2024). Also reflects the payment of transaction costs, including non-recurring additional estimated transaction costs expected to be incurred by Lionsgate of $16.7 million (see note 2(B)), and payment of transaction costs previously incurred and recorded within accounts payable and accrued liabilities of $0.4 million and $3.6 million, respectively, as of September 30, 2024.

Lionsgate expects to either transfer cash to the Starz Business or receive cash from the Starz Business prior to or at the time of the Transactions to establish a cash balance and net debt amount at the Starz Business of approximately $25.0 million and approximately $625.0 million (prior to debt issuance costs), respectively, following the completion of the Transactions. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 includes an estimated cash transfer from the Starz Business based on the actual cash held by the Starz Business, as of September 30, 2024, and assuming cash proceeds resulting from to the incurrence of new debt by Starz.

The following reflects the significant components of the pro forma adjustment to cash related to the Transactions:

(in millions)	As of September 30, 2024
Net cash received from incurrence of debt (see 3(c))	$	592.5
Repayment of existing debt (see Note 3(c))		(985.9	)
Transaction costs		(20.7	)
Cash transfer from Starz		308.1
Total pro forma adjustment to cash	$	(106.0	)

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The following reflects the calculation to determine the estimated cash transfer from Starz included above:

(in millions)	As of September 30, 2024
Beginning Starz cash balance	$	18.8
Add: Net cash received by Starz for new debt		314.3
Pro forma cash before transfer		333.1
Less: Cash expected to be retained by Starz		(25.0	)
Cash transfer (to)/from Starz	$	308.1

(c) The following table summarizes debt refinancing activity as of September 30, 2024:

(in millions)	As of September 30, 2024
Cash repayment of debt	$	(985.9	)
Write-off unamortized debt issuance costs		5.8
Net debt reduction before new debt		(980.1	)
Incurrence of debt		609.0
Issuance costs		(16.5	)
New incurrence of debt, net of issuance costs		592.5
Total pro forma adjustment to debt	$	(387.6	)
Pro forma adjustment to Short term debt	$	(362.6	)
Pro forma adjustment to Long term debt	$	(25.0	)

Lionsgate expects to pay off the remaining outstanding balances of its existing corporate debt consisting of its Revolving Credit Facility and Term Loan A prior to or at the time of the Transactions. During the six months ended September 30, 2024, in anticipation of the Transactions, Lionsgate executed IP credit facilities of $795 million in aggregate (prior to debt issuance costs), which debt is included in the historical balance sheet as of September 30, 2024, and expected to remain outstanding following the completion of the Transactions. In anticipation of the Transactions, in November 2024 and December 2024, Lionsgate further increased the principal amount of its IP credit facilities by $395 million and used a portion of the net proceeds to repay in full the remaining $250.0 million principal amount of Term Loan B outstanding as of September 30, 2024.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 reflects the pay-off of $985.9 million of corporate debt, which is equal to the outstanding amount of the Revolving Credit Facility, remaining Term Loan A and remaining Term Loan B as of September 30, 2024 and excludes (i) $389.9 million of the Exchange Notes which will remain with New Lionsgate; (ii) $795 million of IP credit facilities which will remain with New Lionsgate, and (iii) $325.1 million of Existing Notes which were not exchanged into New 5.5% senior notes and will remain with the Starz Business and are therefore reflected within discontinued operations. The total pro forma adjustment to debt includes a write-off of unamortized debt issuance costs as of $5.8 million, which is also reflected as a reduction to accumulated deficit within equity on the unaudited pro forma condensed consolidated balance sheet as of September 30, 2024.

New Lionsgate expects to incur new debt currently expected to be $609.0 million, or $214.0 million excluding the impact of the November 2024 and December 2024 increases in IP credit facilities, comprised of a partially drawn revolving credit facility and other asset backed facilities.

In addition to the above, Starz expects to incur $322.0 million in new debt ($314.3 million net of debt issuance costs), with a portion of the cash proceeds transferred to New Lionsgate as part of the capital allocation described above (see Note 3(b)).

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The new debt presented in the unaudited pro forma condensed consolidated balance sheet is assumed to be long-term debt. The new borrowings reflected above are net of an estimate of debt issuance costs of approximately $16.5 million, which is reflected as a direct deduction from the amount of the new debt cash proceeds. The amounts to be refinanced prior to or at the time of the completion of the Transactions will differ from the amounts outstanding as of September 30, 2024 and depending on the market conditions, cash levels at New Lionsgate, and cash and net debt levels at Starz at the time of the completion of the Transactions, New Lionsgate could borrow more than or less than the amounts outstanding under Lionsgate’s existing debt arrangements. See Note 3(h) on interest expense for a sensitivity analysis when different borrowing amounts and interest rates are assumed. If a portion of the debt paid off is deemed to be a modification of terms rather than an extinguishment of debt as assumed herein, then that portion of unamortized debt issuance costs related to the early repayment would be amortized over the life of the new debt issuances, and the portion related to the upfront financing fees and costs would be expensed as a loss on extinguishment of debt.

A final determination regarding New Lionsgate’s debt and capital structure has not yet been made. Lionsgate successfully executed new IP facilities during the six months ended September 30, 2024, and increased capacity of the facilities in November 2024 and December 2024. However, Lionsgate’s ability to obtain additional financing and the terms of such financing will depend on, among other things, its business plans, operating performance, the condition of the capital markets at the time it seeks financing, and any short and long-term debt ratings assigned by independent rating agencies. Additionally, circumstances related to inflation and changes in interest rates has caused disruption in the capital markets, which could make financing more difficult and/or more expensive.

(d) Reflects the impact to Lionsgate’s shareholders’ equity as a result of the recognition of accounts receivables due from the Starz Business and deferred revenue from the Starz Business described in Note 3(a), transaction costs described in Note 3(b) and the cash transfer from the Starz Business described in Note 3(b):

(in millions)	As of September 30, 2024
Recognition of accounts receivable - due from the Starz Business	$	158.5
Recognition of deferred revenue - from the Starz Business		(18.9	)
Transaction costs (see Note 3(b))		(16.7	)
Cash transfer from Starz (see Note 3(b))		308.1
Total pro forma adjustment to equity	$	431.0

(e) Reflects the impact to Lionsgate’s shareholders’ equity as a result of the recapitalization of existing LGEC Class A shares and existing LGEC Class B shares into New Lionsgate new common shares, and issuance of New Lionsgate new common shares pursuant to the LG Studios Flip, which results in the elimination of Lionsgate’s historical noncontrolling interest in LG Studios.

(in millions)	As of September 30, 2024
Recapitalization of LGEC common shares for New Lionsgate new common shares	$	2,384.3
Elimination of noncontrolling interest in LG Studios		(117.4	)
Total pro forma adjustments to New Lionsgate new common shares	$	2,266.9

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The table below details the pro forma number of New Lionsgate new common shares to be issued to effectuate a collapse of LGEC’s existing two classes of shares into a single class based upon an exchange ratio of 1.12 New Lionsgate new common shares for each LGEC Class A share and 1 New Lionsgate new common share for each LGEC Class B share. The number of shares to be issued to existing LG Studios public shareholders to effectuate the LG Studios Flip is to ensure such shareholders maintain the same pro rata ownership of the post-Transactions entity in aggregate. Based on the LG Studios common shares outstanding as of September 30, 2024, existing LG Studios public shareholders other than Lionsgate owned 12.2%, which results in an assumed LG Studios Reorganization Ratio of approximately 99%, which ratio is subject to change pending a final determination of the number of New Lionsgate shares issued.

(shares in millions)	As of September 30, 2024
LGEC Class A shares outstanding		83.6
Distribution ratio		112	%
New Lionsgate new common shares issued to holders of LGEC Class A shares		93.6
LGEC Class B shares outstanding		156.4
Distribution ratio		100	%
New Lionsgate new common shares issued to holders of LGEC Class B shares		156.4
LG Studios common shares outstanding- held by public shareholders		35.2
Preliminary estimated distribution ratio		99	%
New Lionsgate new common shares issued to public shareholders of LG Studios common shares		34.8
Total New Lionsgate new common shares		284.8

The pro forma adjustments included in the unaudited pro forma condensed consolidated statements of operations:

(f) Reflects the adjustment to net loss attributable to noncontrolling interests as a result of the LG Studios Flip, which noncontrolling interest was initially recorded as a result of the Business Combination.

(g) The Starz Business licenses motion pictures and television programming (including Starz original productions) from Lionsgate’s Motion Picture and Television Production segments which will continue after the completion of the Transactions. Had the Transactions occurred as of April 1, 2023, for the six months ended September 30, 2024 and for the year ended March 31, 2024, the intercompany licensing revenues and related direct operating expense would not have been eliminated. This adjustment is to record the revenues, and direct operating expenses that were historically eliminated in consolidation to reflect these intercompany licensing arrangements as third-party transactions. Revenue and direct operating expenses eliminated in fiscal 2023 were $775.5 million and $710.8 million, respectively. Revenue and direct operating expenses eliminated in fiscal 2022 were $648.2 million and $616.8 million, respectively.

(h) Reflects the elimination of the actual coupon interest expense and amortization of debt issuance costs incurred in the period related to Lionsgate’s existing Revolving Credit Facility, Term Loan A and Term Loan B repaid prior to or at the time of the completion of the separation, and the recognition of estimated interest associated with the new IP credit facilities executed as of the date of this joint proxy statement/prospectus, and the assumed new borrowings.

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The pro forma adjustment reflects the reversal of interest expense on the debt repaid or expected to be repaid, excluding interest rate swap payments and receipts, and excluding the amortization of unrealized losses and gains in accumulated other comprehensive income (loss) related to certain interest rate swaps which are currently expected to remain at New Lionsgate following the completion of the Transactions. These interest rate swaps require payment of a fixed rate and provide for receipt of a variable rate based on a SOFR benchmark rate, with a notional amount of $1,700.0 million as of September 30, 2024 (the “Swaps”) which expire in March 2025.

In addition, the pro forma adjustment reflects the estimated interest expense on the New Lionsgate new borrowings discussed above in Note 3(c), including the new IP facilities executed during the six months ended September 30, 2024, as if such borrowings were outstanding since April 1, 2023. The pro forma adjustment reflects interest expense based on the application of the new estimated effective rate to the pro forma outstanding balance of the revolving credit facility as of September 30, 2024. As discussed in Note 3(c), the amounts to be refinanced prior to or at the time of the completion of the Transactions are expected to differ from the amounts outstanding as of September 30, 2024. Depending on the market conditions and cash on hand at New Lionsgate at the time of the completion of the Transactions, New Lionsgate could borrow more than or less than the amounts outstanding under the existing debt arrangements. See sensitivity analysis below.

The interest expense on the new debt is based on a weighted average credit spread of 2.25% above the applicable SOFR rate and reflects the amortization of estimated debt issuance costs. Interest expense was calculated assuming constant debt levels throughout the periods and assuming borrowings under the new revolving line of credit consistent with the pro forma outstanding balance as of September 30, 2024 of approximately $64.0 million. Interest expense may be higher or lower depending on the actual interest rate on the new borrowings and the actual borrowing amounts.

(in millions)	Six Months Ended September 30, 2024			Year Ended March 31, 2024
Interest expense on new debt(1)	$	43.1		$	99.9
Amortization of issuance costs		2.0			4.4
Reversal of amortization of issuance costs on debt expected to be repaid (Note 3(c))		(1.5	)		(3.5	)
Reversal of interest expense on debt repaid or expected to be repaid (Note 3(c))		(67.3	)		(133.5	)
Total pro forma adjustment to interest expense	$	(23.7	)	$	(32.7	)

(1) Adjustment does not include an estimated incremental benefit on the Swaps due to the assumed increase in SOFR rates, as such amounts are not estimated to be material for the six months ended September 30, 2024 and fiscal year ended March 31, 2024, respectively.

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The following table reflects the estimated impact to the interest expense pro forma adjustment, on an annualized basis, as of result of interest rate changes of plus or minus 12.5 basis points, assuming the interest rate increase or decrease is attributable to an increase or decrease in the credit spread and/or issuance costs. The table below also reflects the impact of an increase or decrease in borrowing amounts of $100 million. The Swaps expire in March of 2025, and accordingly based on today’s interest rate market and depending on market conditions at the time of expiration, total interest expense could increase significantly in the future.

	Interest Rate
	-12.5 basis points			Base case			+12.5 basis points
Borrowings	(in millions)
- $100 million	$	(8.6	)	$	(7.0	)	$	(5.3	)
Base case		(1.8	)		—			1.7
+ $100 million		5.4			7.3			9.2

(i) Reflects the elimination of the actual loss on debt extinguishments of $1.5 million for early repayment of debt during the six months ended September 30, 2024, which is assumed to be refinanced in these unaudited pro forma condensed consolidated statement of operations. Also reflects the recognition of non-recurring loss on extinguishment of debt of $16.3 million for the write-off of unamortized debt issuance costs as of the beginning of the fiscal year ended March 31, 2024, as this debt is assumed to be refinanced as discussed above in Note 3(c).

(j) Reflects a reduction to general and administrative expense related to the estimated impact of the transition services agreement expected to be entered into in connection with the Transactions. We currently estimate fees will be received from the Starz Business for the first 12 months of the transition service arrangement which may decrease following the first year of the completion of the Transactions, as we transition to two stand-alone public companies. As such, the adjustment is only reflected for the fiscal year ended March 31, 2024. The transition services agreement is being drafted and will be completed prior to the completion of the Transactions. The estimate of these adjustments is subject to change based on the finalization of terms.

The pro forma unaudited condensed consolidated statement of operations does not include a potential adjustment related to equity awards held by employees of Lionsgate that are expected to be exchanged for equity awards in either New Lionsgate or Starz. Finalization of the employee matters agreement, which will describe the method and formula used for the exchange is not yet complete, but will be completed prior to the Transaction. It is expected that the method and formula used will be designed to provide new equity awards with a fair value that is equivalent to the fair value of the Lionsgate equity awards immediately prior to the Transactions. The exchange is expected to be accounted for as a modification pursuant to U.S. GAAP and may result in an immediate charge to share-based compensation expense and an increase to share-based compensation expense over the remaining vesting period to the extent the fair value of the new equity awards exceed the fair value of the Lionsgate equity awards exchanged. New Lionsgate is unable to estimate these potential increases to share-based compensation expense; however, as the intention is to exchange awards of equivalent values, management does not expect the impact to be significant.

(k) The income tax impact of the pro forma adjustments is zero due to the net operating loss carryforward position and the full valuation allowance against net deferred tax assets. New Lionsgate’s income taxes following the completion of the Transactions will be impacted by many factors, including the profitability in local jurisdictions and the legal entity structure implemented subsequent to the completion of the Transactions, and may be materially different from the pro forma results.

(l) Represents earnings per share after giving effect to the pro forma adjustments, including the Transactions and application of an assumed pro-rata distribution ratio for each class of existing shares (see Note 3(e)). As there were net losses for the six months ended September 30, 2024 and each of the

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three fiscal years in the period ended March 31, 2024, the number of basic and diluted shares outstanding is the same for each period presented, as all common shares issuable were determined to be antidilutive.

Pro forma weighted average number of basic and diluted shares outstanding after giving effect to the Transactions for the six months ended September 30, 2024 and fiscal years ended March 31, 2024, 2023, and 2022, was calculated by applying the applicable distribution ratio to each class of historical weighted average shares outstanding (“WASO”) for Lionsgate for the six months ended September 30, 2024 and fiscal years ended March 31, 2024, 2023, and 2022. In addition, the pro forma WASO for the six months ended September 30, 2024 includes an adjustment, using the same calculation methodology, to reflect the New Lionsgate common shares that are issuable as part of the LG Studios Flip, to noncontrolling interest holders of the Studio Business (LG Studios public shareholders), which public shareholders did not exist during the fiscal years ended March 31, 2024, 2023, and 2022.

(shares in millions)	Six months ended September 30, 2024			Year ended March 31, 2024			Year ended March 31, 2024			Year ended March 31, 2022
Historical WASO LGEC Class A shares		83.6			83.5			83.4			83.2
Distribution ratio		112	%		112	%		112	%		112	%
Pro forma WASO New Lionsgate new common shares issued to holders of LGEC Class A shares		93.6			93.6			93.4			93.2
Historical WASO LGEC Class B shares		153.9			150.1			144.5			140.9
Distribution ratio		100	%		100	%		100	%		100	%
Pro forma WASO New Lionsgate new common shares issued to holders of LGEC Class B shares		153.9			150.1			144.5			140.9
Historical WASO Lionsgate Studios common shares held by public shareholders		27.2			—			—			—
Distribution ratio		99	%		n/a			n/a			n/a
Pro forma WASO New Lionsgate new common shares issued to pubic shareholders of LG Studios common shares		26.8			—			—			—
Total pro forma WASO New Lionsgate shares		274.3			243.7			237.9			234.1

4. Acquisition of eOne

Historical Lionsgate in the unaudited proforma condensed consolidated balance sheet as of September 30, 2024 reflects the historical balance sheet of Lionsgate, inclusive of the preliminary estimated fair value of assets acquired and liabilities assumed upon the completed acquisition of eOne. Similarly, as the eOne acquisition occurred on December 27, 2023, Historical Lionsgate in the unaudited pro forma condensed consolidated statement of operations for the six months ended September 30, 2024 includes the results related to eOne.

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Historical Lionsgate in the unaudited pro forma condensed consolidated statement of operations for the fiscal year ended March 31, 2024 combines the historical statements of operations of Lionsgate and eOne for such periods as described in Note 1, on a pro forma basis as if the acquisition of eOne and other transactions had been consummated on April 1, 2023, the beginning of the earliest period presented. As the eOne acquisition occurred on December 27, 2023, the historical statement of operations of Lionsgate for the fiscal year ended March 31, 2024 includes revenues and loss before income taxes from eOne for the period from December 27, 2023 through March 31, 2024.

The pro forma purchase price adjustments (PPA) included in the unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2024:

Reflects the impacts of eOne purchase price adjustments, including the following:

• Estimated decrease of $48.2 million in amortization expense for the fiscal year ended March 31, 2024, resulting from the preliminary allocation of purchase consideration to investments in film and television programs, subject to amortization, and adjusting the content library to the preliminary fair value. See Note 2 of Lionsgate’s consolidated financial statements as of and for the six months ended September 30, 2024 for information on the estimated fair values as of the acquisition date, useful lives and amortization method of acquired investments in film and television programs; and

• Estimated decrease of $7.5 million for the fiscal year ended March 31, 2024, in amortization and depreciation expense resulting from the preliminary allocation of purchase consideration to definite-lived intangible assets subject to amortization and property and equipment. See Note 2 of Lionsgate’s consolidated financial statements as of and for the six months ended September 30, 2024 for information on the estimated fair values as of the acquisition date, useful lives and amortization method of acquired definite-lived intangible assets subject to amortization and property and equipment.

• No income tax adjustment is reflected for the fiscal year ended March 31, 2024 based on Lionsgate having a full valuation allowance on its net deferred tax asset.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF STARZ

The following unaudited pro forma condensed combined financial information presents the financial information of Starz Entertainment Corp. (“Starz”) adjusted to give effect to the separation of the Starz Business from Lions Gate Entertainment Corp. (“LGEC” or “Lionsgate”) in connection with the Transactions (defined below) and certain financing transactions related thereto. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The following unaudited pro forma condensed combined financial statements of Starz consists of unaudited pro forma condensed combined statements of operations for the six months ended September 30, 2024 and the year ended March 31, 2024, and an unaudited pro forma condensed combined balance sheet as of September 30, 2024. The unaudited pro forma condensed combined financial statements of Starz have been prepared to give effect to the Transactions and should be read in conjunction with the historical combined financial statements of the Starz Business and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended September 30, 2024 and for the three fiscal years ended March 31, 2024 included in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements are provided for illustrative and informational purposes only and do not purport to represent or be indicative of the actual results of operations or financial condition and should not be construed as representative of the future results of operations or financial condition of Starz.

The unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had occurred on September 30, 2024. The pro forma adjustments to the unaudited pro forma condensed combined statements of operations for the six months ended September 30, 2024 and the year ended March 31, 2024 give effect to the Transactions as if they had occurred on April 1, 2023.

Capitalized terms defined in these Unaudited Pro Forma Condensed Combined Financial Statements of Starz have the meanings ascribed to such terms in, and for the purposes of, this section.

Description of the Starz Transactions

Pursuant to a plan of arrangement, the LG Studios Business and the Starz Business will be separated through a series of transactions (the “Transactions”) that will result in the pre-transaction shareholders of Lionsgate owning shares in two separate public companies as follows: (i) the Starz Business will be held by current Lionsgate under a new name, Starz Entertainment Corp., which will continue to be owned by LGEC shareholders as of immediately before the Transactions and operated through the same wholly owned subsidiaries of current LGEC, and (ii) the LG Studios Business will be held by New Lionsgate, which will be owned by LGEC shareholders and LG Studios shareholders as of immediately before the Transactions. Due to the relative significance of the LG Studios Business as compared to the Starz Business and the continued involvement of existing LGEC senior management with the LG Studios Business, New Lionsgate will be considered the accounting spinnor or divesting entity and Starz will be considered the accounting spinnee or divested entity.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this joint proxy statement/prospectus. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances.

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The unaudited pro forma condensed combined financial statements have been adjusted to give effect to the following transactions:

• The reclassification of Lionsgate’s net investment in the Starz Business into Starz common shares and the issuance of Starz common shares to holders of Lionsgate common shares in connection with the Starz Transactions.

• The consolidation on a 15-to-1 basis of Starz common shares, such that every fifteen (15) Starz common shares will be consolidated into one (1) Starz common share (the “Reverse Stock Split”).

• The anticipated post-Transactions Starz capital structure, including:

(i) the transfer of the Exchange Notes (defined below) to New Lionsgate. In May 2024, a subsidiary of Starz issued $389.9 million aggregate principal amount of 5.5% senior notes due 2029 (the “Exchange Notes”) in exchange for an equivalent amount of Lionsgate’s existing 5.5% senior notes due 2029 (the “Existing Notes”). The Exchange Notes initially bear interest at 5.5% annually and mature April 15, 2029, with the interest rate increasing to 6.0% and the maturity date extending to April 15, 2030 effective upon completion of the Transactions. The Exchange Notes and Existing Notes and related interest expense are reflected in the historical combined financial statements of the Starz Business. Upon completion of the Starz Transactions, the Exchange Notes will become obligations of New Lionsgate;

(ii) the incurrence of new debt by Starz; and

(iii) the transfer of cash from Starz to New Lionsgate in connection with the capital structure allocation as a result of the Transactions.

• The estimated transaction costs related to the Transactions.

• Autonomous entity adjustments to reflect the impact, if any, of various agreements entered into in connection with the Transactions inclusive of a transition services agreement, a tax matters agreement, employee matters agreement, and other commercial arrangements between New Lionsgate and Starz; and

• The related income tax effects of the pro forma adjustments.

A final determination regarding Starz’s debt and capital structure has not yet been made, and the tax matters agreement, transition services agreement, and other agreements have not been finalized. The pro forma adjustments are based on available information and assumptions that management believes are reasonable given the information currently available. However, such adjustments are subject to change as we finalize the terms of these agreements. Additionally, as the transfer of the Exchange Notes to New Lionsgate will be required in connection with the Transactions and the issuance of new debt is considered a probable transaction, both the transfer of the Exchange Notes and issuance of new debt are considered transaction accounting adjustments in these unaudited pro forma condensed combined financial statements. The amounts to be refinanced prior to or at the time of completion of the Transactions are expected to differ from the amounts estimated in these unaudited pro forma condensed combined financial statements. Depending on the market conditions and cash on hand at Starz at the time of completion of the Transactions, Starz could borrow more than or less than the amounts outstanding under the existing debt arrangements. Starz’s ability to obtain financing and the terms of such financing will depend on, among other things, its business plans, operating performance, the condition of the capital markets at the time it seeks financing, and short and long-term debt ratings assigned by independent rating agencies. Additionally, circumstances related to inflation and changes in interest rates has caused disruption in the capital markets, which could make financing more difficult and/or expensive. See additional discussion, including interest rate and debt issuance sensitivity in Note 3(b) and Note 3(d) below.

Lionsgate did not account for the Starz Business, and it was not operated as, an independent, publicly traded company for the periods presented. The unaudited pro forma condensed combined financial statements of Starz have been prepared to include transaction accounting adjustments to adjust for the components of the transactions discussed above. The autonomous entity adjustments are intended to reflect the impact of probable

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and executed contractual agreements intended for Starz to operate as a standalone entity, including the transition service agreements, employee matters agreements and other arrangements. However, Starz currently estimates that the effects of these adjustments will not materially differ from the historical amounts previously allocated from Lionsgate to the Starz Business as presented in the historical combined financial statements. Refer to Note 2 for further discussion.

However, Starz expects to incur incremental costs as a separate public company, which may be material to Starz’s financial results. The incremental costs, which are additional to the net costs expected to be incurred under the transition services agreement and other expected contractual arrangements to be executed upon completion of the Transactions, primarily include additional compensation expense from potential headcount increases, higher audit and tax fees, and other costs related to information technology, investor relations, finance and general and administrative functions. In some areas, particularly related to allocations of Lionsgate’s corporate executive functions, Starz expects to achieve potential savings. As these incremental costs and potential savings are based on certain discretionary management actions for which contractual agreements are not yet known or may occur following the completion of the Transactions, they are not considered as autonomous entity adjustments.

Management has elected not to present Management’s Adjustments related to these incremental costs and potential savings in the unaudited pro forma condensed combined financial information.

The pro forma net loss from continuing operations of $28.3 million and $821.2 million for the six months ended September 30, 2024 and the year ended March 31, 2024, respectively, in the unaudited pro forma condensed combined statement of operations includes expenses of $2.5 million and $2.9 million for the six months ended September 30, 2024 and the year ended March 31, 2024, respectively, of certain transaction costs resulting from the completion of the Transactions. The unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2024 includes actual expenses incurred during this period and the unaudited pro forma condensed combined statement of operations for the year ended March 31, 2024 include actual expenses incurred during the period plus estimated additional costs the Starz Business expects to incur between September 30, 2024 and completion of the Transactions. These costs primarily relate to legal, audit and advisory fees. Actual transaction costs incurred may differ from these estimates. 

The unaudited pro forma condensed combined financial statements are presented based on information currently available, are intended for informational purposes only, are not intended to represent what Starz’s financial position and results of operations actually would have been had the Transactions occurred on the dates indicated, or to project Starz’s financial performance for any future period. The historical combined financial statements of the Starz Business have been derived from Lionsgate’s historical accounting records and reflect certain allocation of expenses. All of the allocations and estimates in such financial statements are based on assumptions that management believes are reasonable. The historical combined financial statements of the Starz Business do not necessarily represent Starz’s financial position or results of operations had it been operated as a standalone company during the periods or at the dates presented.

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STARZ ENTERTAINMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2024

(in millions)

	Historical		Transaction Accounting Adjustments			Notes		Pro Forma
ASSETS
Cash and cash equivalents	$	18.8	$	6.2			3(a)	$	25.0
Accounts receivable, net		74.2		—					74.2
Due from Lionsgate Studios		80.4		(80.4	)		3(c)		—
Other current assets		18.3		—					18.3
Total current assets		191.7		(74.2	)				117.5
Programming content, net		1,113.9		—					1,113.9
Property and equipment, net		50.7		—					50.7
Intangible assets		893.3		—					893.3
Other assets		43.0		—					43.0
Total assets	$	2,292.6	$	(74.2	)			$	2,218.4
LIABILITIES
Accounts payable	$	87.3	$	—				$	87.3
Content related payables		118.2		—					118.2
Other accrued liabilities		51.1		—					51.1
Residuals		29.3		—					29.3
Film related obligations		67.9		—					67.9
Due to Lionsgate Studios		179.9		—					179.9
Deferred revenue		29.5		—					29.5
Total current liabilities		563.2		—					563.2
Debt		698.2		(66.5	)		3(b)		631.7
Other liabilities		84.4		—					84.4
Deferred tax liabilities		10.9		—					10.9
Total liabilities		1,356.7		(66.5	)				1,290.2
EQUITY
Parent net investment		916.7		(916.7	)		3(c)		—
Common stock (no par value, unlimited authorized, and 16.7 million shares issued and outstanding)		—		909.0			3(c)		909.0
Accumulated other comprehensive income		19.2		—					19.2
Total equity		935.9		(7.7	)				928.2
Total liabilities and equity	$	2,292.6	$	(74.2	)			$	2,218.4

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STARZ ENTERTAINMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024

(in millions, except per share amounts)

	Historical			Transaction Accounting Adjustments			Notes		Pro Forma
Revenues	$	694.5		$	—				$	694.5
Expenses:
Direct operating		362.0			—					362.0
Distribution and marketing		205.4			—					205.4
General and administration		52.9			—					52.9
Depreciation and amortization		82.8			—					82.8
Restructuring and other		(1.7	)		—					(1.7	)
Total expenses		701.4			—					701.4
Operating loss		(6.9	)		—					(6.9	)
Interest expense		(23.1	)		(1.1	)		3(d)		(24.2	)
Interest and other income		1.9			—					1.9
Other expense		(3.7	)		—					(3.7	)
Gain (loss) on extinguishment of debt		(4.9	)		2.6			3(e)		(2.3	)
(Loss) income from continuing operations before income taxes		(36.7	)		1.5					(35.2	)
Income tax provision		7.2			(0.3	)		3(g)		6.9
Net (loss) income from continuing operations	$	(29.5	)	$	1.2				$	(28.3	)
Per share information from continuing operations attributable to Starz shareholders:
Basic net loss per common share									$	(1.70	)	3(h)
Diluted net loss per common share									$	(1.70	)	3(i)
Weighted average number of common shares outstanding:
Basic										16.7		3(h)
Diluted										16.7		3(i)

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STARZ ENTERTAINMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2024

(in millions, except per share amounts)

	Historical			Transaction Accounting Adjustments			Notes		Pro Forma
Revenues	$	1,392.4		$	—				$	1,392.4
Expenses:
Direct operating		692.6			—					692.6
Distribution and marketing		423.6			—					423.6
General and administration		129.2			—					129.2
Depreciation and amortization		161.8			—					161.8
Restructuring and other		224.8			8.4			3(f)		233.2
Goodwill and intangible asset impairment		663.9			—					663.9
Total expenses		2,295.9			8.4					2,304.3
Operating loss		(903.5	)		(8.4	)				(911.9	)
Interest expense		(47.2	)		(1.9	)		3(d)		(49.1	)
Interest and other income		3.5			—					3.5
Other expense		(7.5	)		—					(7.5	)
Gain (loss) on extinguishment of debt		21.2			(11.5	)		3(e)		9.7
Loss from continuing operations before income taxes		(933.5	)		(21.8	)				(955.3	)
Income tax provision		128.9			5.2			3(g)		134.1
Net loss from continuing operations	$	(804.6	)	$	(16.6	)			$	(821.2	)
Per share information from continuing operations attributable to Starz shareholders:
Basic net loss per common share									$	(49.26	)	3(h)
Diluted net loss per common share									$	(49.26	)	3(i)
Weighted average number of common shares outstanding:
Basic										16.7		3(h)
Diluted										16.7		3(i)

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STARZ ENTERTAINMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

The unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had occurred on September 30, 2024. The pro forma adjustments to the unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2024 and fiscal year ended March 31, 2024 gives effect to the Transactions as if they had occurred on April 1, 2023.

Pro forma Starz represented in these pro forma financial statements differs from the historical combined balance sheet and results of operations of the Starz Business presented in the carve out financial statements included elsewhere in this joint proxy statement/prospectus primarily due to the impact of Transaction adjustments as of and for the six months ended September 30, 2024, and for the fiscal year ended March 31, 2024.

The foregoing historical financial statements have been prepared in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Transactions.

The pro forma adjustments reflecting the completion of the Transactions are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the current time.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future results of operations or financial position of Starz following the Transactions.

2. Autonomous Entity Adjustments:

Autonomous Entity Adjustments to unaudited pro forma condensed combined balance sheet

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 does not reflect amounts for autonomous entity adjustments as management does not anticipate that the net asset impact derived from the plan of arrangement, transition services agreement, a tax matters agreement, employee matters agreement, and other commercial arrangements between New Lionsgate and Starz will be materially different than the historical impact for the net assets that has been allocated by Lionsgate to the Starz Business in its historical unaudited combined balance sheet as of September 30, 2024.

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Autonomous Entity Adjustments to unaudited pro forma condensed combined statements of operations

Based on the expected terms of the transition services agreements, Starz is anticipating to incur costs which it believes is materially consistent with the historical costs for the same services that have been allocated by Lionsgate to the Starz Business. The cost is expected to be less than the full amount of corporate allocated costs of $6.8 million for the six months ended September 30, 2024 and $31.3 million for the fiscal year ended March 31, 2024. However, the transition service agreement does not reflect certain other activities that Starz anticipates will be necessary to operate as a standalone company, including additional compensation expense from potential headcount increases, insurance, higher audit and tax fees, and other costs related to IT, investor relations, finance and general and administrative functions.

Further, Starz expects to incur additional costs to operate as a public company that are not based on contractual agreements that will be executed as part of the Transactions. Accordingly, as described in the introductory paragraph, these expected costs are not considered autonomous entity adjustments, and Starz has elected not to present such costs as Managements adjustments.

3. Transaction Accounting Adjustments:

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2024 are as follows:

(a) Reflects the expected change in cash as a result of the incurrence of new debt by Starz and Lionsgate’s allocation of cash between the Starz Business and LG Studios at the time of the completion of the Transactions (see also Note 3(b)).

Starz expects to either transfer cash to New Lionsgate or receive cash from New Lionsgate prior to or at the time of the completion of the Transactions to establish a cash balance and net debt amount at Starz of approximately $25.0 million and $625.0 million (prior to debt issuance costs), respectively, at the close of the Transactions. The unaudited pro forma condensed combined balance sheet as of September 30, 2024 includes an estimated cash transfer from Starz based on the actual cash held by the Starz Business as of September 30, 2024 and assuming cash proceeds resulting from to the incurrence of new debt by Starz referenced above.

The following represents adjustments to reflect an expected cash amount of $25.0 million to be held by Starz as of the completion of the Transactions:

(in millions)	As of September 30, 2024
Net cash received from incurrence of debt (see Note 3(b))	$	314.3
Cash transfer to New Lionsgate (see Note 3(c))		(308.1	)
Total pro forma adjustment to cash	$	6.2

(b) The following table summarizes debt refinancing activity as of September 30, 2024:

(in millions)	As of September 30, 2024
Transfer of Exchange Notes to New Lionsgate	$	(389.9	)
Unamortized debt issuance costs of Exchange Notes		9.1
Net debt reduction for transfer of Exchange Notes		(380.8	)
Incurrence of debt, net of issuance costs		314.3
Total pro forma adjustment to debt	$	(66.5	)

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The unaudited pro forma condensed combined balance sheet as of September 30, 2024 reflects the transfer of $389.9 million of Exchange Notes that will become obligations of New Lionsgate at the completion of the Transactions. The total pro forma adjustment to debt includes the derecognition of unamortized debt issuance costs of $9.1 million, the total adjustment of which is reflected as an adjustment to equity (see note 3(c)).

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 reflects the expected new borrowings to be incurred by Starz of $322.0 million, which is assumed to be long-term debt. Starz anticipates entering into a revolving credit facility in the aggregate committed amount of $100.0 million, a portion of which is expected to be drawn upon the completion of the Transactions, and is included in the total expected new borrowings. The new borrowings reflected above are net of an estimate of debt issuance costs of approximately $7.7 million, which is reflected as a direct deduction from the amount of the new debt cash proceeds. Starz expects to retain $325.1 million aggregate principal amount of Existing Notes.

The amounts to be refinanced prior to or at the time of the completion of the Transactions will differ from the amounts outstanding as of September 30, 2024 and depending on the market conditions and cash and net debt levels at Starz at the time of the completion of the Transactions, Starz could borrow more than or less than the amounts presented in the unaudited pro forma condensed combined balance sheet. See Note 3(d) on interest expense for a sensitivity analysis when different borrowing amounts and interest rates are assumed.

A final determination regarding Starz’s debt and capital structure has not yet been made. Starz’s ability to obtain financing and the terms of such financing will depend on, among other things, its business plans, operating performance, the condition of the capital markets at the time it seeks financing, and short and long-term debt ratings assigned by independent rating agencies. Additionally, circumstances related to inflation and changes in interest rates has caused disruption in the capital markets, which could make financing more difficult and/or expensive.

(c) Reflects the reclassification of Lionsgate’s net investment in the Starz Business, which was recorded in parent net investment immediately prior to the completion of the Transactions. In addition, the adjustment to common stock includes other amounts expected to be settled through parent net investment at the completion of the Transactions, including the transfer of the Exchange Notes to New Lionsgate described in Note 3(b), the settlement of related party receivable, and the transfer of cash to New Lionsgate described in Note 3(a). The following summarizes the pro forma adjustment to common stock:

(in millions)	As of September 30, 2024
Parent net investment	$	916.7
Transfer of Exchange Notes to New Lionsgate (See Note 3(b))		380.8
Settlement of related party receivable		(80.4	)
Cash transfer to New Lionsgate (See Note 3(a))		(308.1	)
Total pro forma adjustment to common stock	$	909.0

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In addition, reflects the issuance of 16.7 million Starz common shares, no par value, pursuant to the Transactions. These unaudited pro forma financial statements have assumed the number of outstanding Starz’s common shares based on the number of shares of LGEC common shares outstanding on September 30, 2024 and a distribution ratio of 1.12 Starz common shares for each LGEC Class A share and 1 Starz common share for each LGEC Class B share, adjusted for the Reverse Stock Split.

(in millions)	As of September 30, 2024
LGEC Class A shares outstanding		83.6
Distribution ratio		112	%
Starz common shares issued to shareholders of LGEC Class A shares		93.6
LGEC Class B shares outstanding		156.4
Distribution ratio		100	%
Starz common shares issued to shareholders of LGEC Class B shares		156.4
Subtotal Starz common shares before Reverse Stock Split		250.0
Reverse Stock Split		15 to 1
Starz common shares issued		16.7

Transaction Accounting Adjustment to unaudited pro forma condensed combined statement of operations

(d) Reflects the elimination of the actual coupon interest expense and amortization of debt issuance costs incurred in the period related to the Exchange Notes that will transfer to New Lionsgate at completion of the Transactions. In addition, the pro forma adjustment reflects the estimated interest expense on the new borrowings discussed above in Note 3(b). Starz anticipates entering into a revolving credit facility in the aggregate committed amount of $100.0 million, a portion of which is expected to be drawn upon completion of the Transactions, and a term loan facility in the aggregate principal amount of $300.0 million. The revolving credit facility is expected to mature five years after the effective date of the credit facility, and the term loan facility is expected to mature five years after the effective date of the credit facility. Interest rates on borrowings are expected to be based on prevailing market interest rates for borrowers of a similar size and credit as Starz. The interest expense on new debt is based on a weighted average credit spread of approximately 2.75% above the applicable SOFR rate and reflects the amortization of estimated debt issuance costs. Interest expense was calculated assuming constant debt levels throughout the periods. Interest expense may be higher or lower if Starz’s actual interest rate or credit ratings change or if Starz prepays its debt with excess cash.

(in millions)	Six Months Ended September 30, 2024			Year Ended March 31, 2024
Interest expense on new debt	$	12.0		$	24.0
Amortization of issuance costs on new debt		0.7			1.3
Reversal of interest expense on old debt		(11.6	)		(23.4	)
Total pro forma adjustment to interest expense	$	1.1		$	1.9

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The following table reflects the estimated impact to the interest expense pro forma adjustment, on an annualized basis, as of result of interest rate changes of plus or minus 12.5 basis points, assuming the interest rate increase or decrease is attributable to an increase or decrease in the credit spread and/or issuance costs. The table below also reflects the impact of an increase or decrease in borrowing amounts of $100 million.

	Interest Rate
	-12.5 basis points			Base case			+12.5 basis points
Borrowings	(in millions)
- $100 million	$	(7.8	)	$	(7.5	)	$	(7.2	)
Base case		(0.4	)		—			0.4
+ $100 million		7.0			7.5			8.0

(e) Reflects an elimination of the actual loss on debt extinguishment related to the Exchange Notes of $2.6 million for the six months ended September 30, 2024. The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2024 reflects an elimination of the actual gain on debt extinguishment related to the Exchange Notes of $11.5 million.

(f) Reflects $8.4 million of non-recurring additional estimated transaction costs expected to be incurred by Starz subsequent to September 30, 2024, but assumed to be settled by New Lionsgate upon completion of the Transactions. Transaction costs of $2.5 million and $2.9 million are included in the Starz Business historical combined statement of operations for the six months ended September 30, 2024 and year ended March 31, 2024, respectively. Payment of the $8.4 million of transaction costs is assumed to be settled by New Lionsgate upon completion of the Transactions, and so the reduction in equity from the incurrence of additional charges is offset by an assumed capital contribution for the same amount, for a net zero impact to equity.

(g) Reflects $0.3 million expense and $5.2 million benefit for the six months ended September 30, 2024 and year ended March 31, 2024, respectively, of the income tax effects of pro forma adjustments. These adjustments were determined by applying an annual effective tax rate to the pre-tax pro forma adjustments for the six months ended September 30, 2024, and applying the respective statutory tax rates to pre-tax pro forma adjustments for the year ended March 31, 2024. Starz’s income taxes following the completion of the Transactions will be impacted by many factors, including the profitability in local jurisdictions and the legal entity structure implemented subsequent to completion of the Transactions, and may be materially different from the pro forma results.

(h) Pro forma basic earnings (loss) per share (EPS) and pro forma basic weighted average number of shares outstanding are based on the number of LGEC basic weighted average shares outstanding for the six months ended September 30, 2024 and year ended March 31, 2024, adjusted for a distribution ratio of 1.12 Starz common shares for each LGEC Class A share and 1 Starz common share for each LGEC Class B share, adjusted for the Reverse Stock Split (see also Note 3(c)).

(i) Pro forma diluted EPS and pro forma diluted weighted average number of shares outstanding are based on the number of basic shares of Starz’s common stock as described in Note 3(h) above. The actual dilutive effect following the completion of the Transactions will depend on various factors, including employees who may change employment between Starz and Lionsgate and the impact of equity-based compensation arrangements to be entered into in connection with the Transactions.

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INFORMATION ABOUT NEW LIONSGATE AFTER THE TRANSACTIONS

All amounts discussed in this section are in millions of U.S. dollars, unless otherwise indicated. This section discusses New Lionsgate’s business, constituting the LG Studios Business and excluding the Starz Business, assuming the completion of all of the Transactions described in this joint proxy statement/prospectus.

Overview

New Lionsgate 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 New Lionsgate’s bold and entrepreneurial culture.

New Lionsgate manages and reports its operating results through two reportable business segments: Motion Picture and Television Production

Segment Information

Motion Picture: New Lionsgate’s Motion Picture segment includes revenues derived from the following:

• Theatrical. The domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis (distributed by New Lionsgate directly in the U.S. and through a sub-distributor in Canada). The revenues from Canada are reported net of distribution fees and release expenses of the Canadian sub-distributor. The financial terms that New Lionsgate negotiates with its theatrical exhibitors in the U.S. generally provide that New Lionsgate receives a percentage of the box office results.

• Home Entertainment. The sale or rental of New Lionsgate’s film productions and acquired or licensed films and certain television programs (including theatrical and direct-to-video releases) on packaged media and through digital media platforms (including pay-per-view and video-on-demand platforms, electronic sell through, and digital rental). In addition, New Lionsgate has revenue sharing arrangements with certain digital media platforms which generally provide that, in exchange for a nominal or no upfront sales price, New Lionsgate shares in the rental or sales revenues generated by the platform on a title-by-title basis.

• Television. The licensing of New Lionsgate’s theatrical productions and acquired films to the linear pay, basic cable and free television markets. In addition, when a license in New Lionsgate’s traditional pay television window is made to a subscription video-on-demand or other digital platform, the revenues are included here.

• International. The (i) licensing of New Lionsgate’s productions, acquired films, New Lionsgate’s catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis, and (ii) the direct distribution of New Lionsgate’s productions, acquired films, and New Lionsgate’s catalog product and libraries of acquired titles in the United Kingdom.

• Other. Among others, the licensing of New Lionsgate’s film and television and related content (e.g., games, music, location-based entertainment royalties, etc.) to other ancillary markets.

Television Production: New Lionsgate’s Television Production segment includes revenues derived from the following:

• Television. The licensing to domestic markets (linear pay, basic cable, free television and syndication) of scripted and unscripted series, television movies, mini-series and non-fiction programming. Television revenues include fixed fee arrangements as well as arrangements in which New Lionsgate earns advertising revenue from the exploitation of certain content on television networks. Television revenues also include revenue from licenses to subscription video-on-demand platforms in which the initial license of a television series is to a subscription video-on-demand platform.

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• International. The licensing and syndication to international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming.

• Home Entertainment. The sale or rental of television production movies or series on packaged media and through digital media platforms.

• Other. Among others, the licensing of New Lionsgate’s television programs to other ancillary markets, the sales and licensing of music from the television broadcasts of New Lionsgate’s productions, and from commissions and executive producer fees earned related to talent management.

Segment Revenue

For the six months ended September 30, 2024, contributions to the combined revenues of New Lionsgate from its reporting segments included Motion Picture, 53% and Television Production 47%.

• Within the Motion Picture segment, revenues were generated from the following:

• Theatrical, 7.4%;

• Home Entertainment, 36.7%;

• Television, 26.1%;

• International, 28.6%; and

• Motion Picture-Other, 1.2%.

• Within the Television Production segment, revenues were generated from the following:

• Television, 71.9%;

• International, 13.0%;

• Home Entertainment, 8.3%; and

• Television Production-Other, 6.8%.

Corporate Strategy

New Lionsgate manages a large and diversified portfolio of film and television content that it licenses to theatrical exhibitors, streaming, broadcast, pay cable and other platform partners worldwide, maintaining a disciplined, targeted and cost-effective approach to the acquisition, production, marketing and distribution of that content. This strategic focus makes it a preferred supplier to third-party buyers, including Starz. The extension of New Lionsgate’s deep portfolio of brands and franchises, creation of new intellectual properties and rigorous focus on retaining key rights to its content is designed to create incremental long-term value for shareholders through a combination of current releases and one of the most valuable film and television libraries in the world.

Motion Picture - Theatrical

Production and Acquisition

New Lionsgate takes a disciplined approach to theatrical production, with the goal of producing content that can be distributed through various domestic and international platforms. In doing so, New Lionsgate may mitigate the financial risk associated with production by, among other things:

• Negotiating co-financing development and co-production agreements which may provide for cost-sharing with one or more third-party companies;

• Pre-licensing international distribution rights on a selective basis, including through international output agreements (which license rights to distribute a film in one or more media generally for a limited term, and in one or more specific territories prior to completion of the film);

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• Structuring agreements that provide for talent participation in the financial success of the film in exchange for reduced guaranteed “up-front payments” that would be paid regardless of the film’s success; and

• Utilizing governmental incentives, programs and other structures from state and foreign countries (e.g., sales tax refunds, transferable tax credits, refundable tax credits, low interest loans, direct subsidies or cash rebates, calculated based on the amount of money spent in the particular jurisdiction in connection with the production).

• New Lionsgate’s approach to acquiring films complements its theatrical production strategy—New Lionsgate typically seeks to limit its financial exposure while adding films with high potential for commercial box office success, critical recognition and successful monetization across a broad array of platforms.

Distribution

The economic life of a motion picture may consist of its exploitation in theaters, on packaged media and on various digital and television platforms in territories around the world. New Lionsgate generally distributes motion pictures directly to movie theaters in the U.S. whereby the exhibitor retains a portion of the gross box office receipts and the balance is remitted to the distributor. Concurrent with their release in the U.S., films are generally released in Canada and may also be released in one or more other foreign countries. New Lionsgate constructs release schedules taking into account moviegoer attendance patterns and competition from other studios’ scheduled theatrical releases. After the initial theatrical release, distributors seek to maximize revenues by releasing films in sequential release date windows, which may be exclusive against other non-theatrical distribution platforms. In certain circumstances, New Lionsgate’s distribution strategy has and may continue to change, and certain films intended for theatrical release may be licensed to other platforms.

Producing, marketing and distributing films can involve significant risks and costs, and can cause New Lionsgate’s financial results to vary depending on the timing of a film’s release. For instance, marketing costs are generally incurred before and throughout the theatrical release of a film and, to a lesser extent, other distribution windows, and are expensed as incurred. Therefore, New Lionsgate typically incurs losses with respect to a particular film prior to and during the film’s theatrical exhibition, and profitability for the film may not be realized until after its theatrical release window. Further, New Lionsgate may revise the release date of a film as the production schedule changes or in such a manner as New Lionsgate believes is likely to maximize revenues or for other business reasons. Additionally, there can be no assurance that any of the films scheduled for release will be completed and/or in accordance with the anticipated schedule or budget, or that the film will ever be released.

Theatrical Releases

For the six months ended September 30, 2024, New Lionsgate released 16 films theatrically in the U.S. across its labels (including New Lionsgate’s partnership with Roadside Attractions, of which Lionsgate owns a 43% equity interest). Such titles and their release patterns included the following:

Six Months Ended September 30, 2024 Theatrical Releases – Lionsgate*
Title	Release Date	Release Pattern
The Ministry of Ungentlemanly Warfare	April 15, 2024	Theatrical and Premium Video-on-Demand
Unsung Hero	April 26, 2024	Theatrical and Accelerated Home Entertainment
The Strangers: Chapter 1	May 17, 2024	Theatrical and Premium Video-on-Demand
Borderlands	August 9, 2024	Theatrical and Premium Video-on-Demand

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Six Months Ended September 30, 2024 Theatrical Releases – Lionsgate*
Title	Release Date	Release Pattern
The Crow	August 23, 2024	Theatrical and Premium Video-on-Demand
The Killer’s Game	September 13, 2024	Theatrical and Premium Video-on-Demand
Never Let Go	September 20, 2024	Theatrical and Premium Video-on-Demand
Megalopolis	September 27, 2024	Theatrical and Premium Video-on-Demand

* Does not include releases of 17 day-and-date and multi-platform titles for the six months ended September 30, 2024.

Six Months Ended September 30, 2024 Theatrical Releases – Roadside Attractions
Title	Release Date	Release Pattern
The Absence of Eden	April 12, 2024	Theatrical and Accelerated Home Entertainment
Boy Kills World	April 26, 2024	Theatrical and Premium Video-on-Demand
Summer Camp	May 31, 2024	Theatrical and Accelerated Home Entertainment
Firebrand	June 14, 2024	Theatrical and Accelerated Home Entertainment
Kill	July 5, 2024	Theatrical and Premium Video-on-Demand
My Penguin Friend	August 16, 2024	Theatrical and Accelerated Home Entertainment
City of Dreams	August 30, 2024	Theatrical and Accelerated Home Entertainment
Lee	September 27, 2024	Theatrical and Premium Video-on-Demand

New Lionsgate continues to evaluate release strategies of its films by releasing solely and/or earlier on streaming platforms, initially releasing on premium video-on-demand, premium electronic sell-through, or by licensing directly to streaming platforms. In doing so, New Lionsgate capitalizes on increased optionality in distribution and maintains a platform agnostic approach to distribution to take full advantage of new windowing opportunities and alternative distribution strategies (while also continuing to work closely with New Lionsgate’s theatrical exhibition partners).

Nominations and Awards

New Lionsgate and affiliated companies (including its wholly-owned subsidiaries, Artisan Pictures, Mandate Pictures and Summit Entertainment, as well as Roadside Attractions have distributed films that have earned numerous Academy Awards^® , Golden Globe Awards^®, Producers Guild Awards^®, Screen Actors Guild Awards^®, Directors Guild Awards^®, BAFTA Awards and Independent Spirit Awards nominations and wins.

Motion Picture - Home Entertainment

New Lionsgate’s U.S. home entertainment distribution operation exploits its film and television content library of more than 20,000 motion picture titles and television episodes and programs, consisting of titles from,

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among others, Lionsgate, Lionsgate Television, New Lionsgate’s subsidiaries, affiliates and joint ventures (such as Anchor Bay Entertainment, Artisan Entertainment, eOne, Grindstone Entertainment Group, Roadside Attractions, Starz, Summit Entertainment, Trimark and Vestron), as well as titles from third parties such as A24, A&E, AMC, Entertainment Studios, EuropaCorp, Gravitas, Saban Entertainment, StudioCanal, STX Entertainment, Tyler Perry Studios, Visiona Romantica and Zeotrope. Home entertainment revenue consists of packaged media and digital revenue.

Packaged Media

New Lionsgate’s packaged media distribution involves the marketing, promotion and/or sale of DVDs/Blu-ray/4K Ultra HD discs to wholesalers and retailers in the U.S. and Canada. Fulfillment of physical distribution services are substantially licensed to Sony Pictures Home Entertainment. New Lionsgate distributes or sells content directly to retailers such as Wal-Mart and Amazon, who buy large volumes of New Lionsgate’s discs to sell directly to consumers.

Digital Media

New Lionsgate considers alternative distribution strategies for its films and releases several titles solely and/or in an accelerated post-theatrical window on various digital platforms (including multi-platform distribution). New Lionsgate directly distributes this and other content (including certain titles not distributed theatrically or on physical media) across a wide range of global distribution platforms and networks on an on-demand basis (whereby the viewer controls the timing of playback) through dozens of transactional (transactional video-on-demand and electronic-sell-through), subscription, ad-supported and free video-on-demand platforms. New Lionsgate also directly distributes content on a linear distribution basis (i.e., whereby the programmer controls the timing of playback) through various linear pay, basic cable, and free, over-the-air television platforms worldwide. Transactional video-on demand services to which New Lionsgate licenses its content include, among others, Amazon’s Prime Video, Apple TV, Comcast Xfinity, Fandango at Home, Google TV, Microsoft Movies & TV and YouTube; subscription video-on demand services to which New Lionsgate licenses its content include, among others, Amazon’s Prime Video, Hulu, Max, Netflix, Peacock and Paramount+; ad-supported video-on-demand services to which New Lionsgate licenses its content include, among others, Pluto, The Roku Channel, Samsung, Tubi TV and YouTube; and linear networks to which New Lionsgate distributes its content includes, among others, pay television networks such as EPIX, HBO, Showtime and Starz, and basic cable network groups such as AMC Networks, Disney Media & Entertainment Distribution Networks, NBCUniversal Cable Entertainment, Paramount Global Domestic Media Networks and Warner Media Entertainment Networks, as well as Bounce, Telemundo and UniMás. Additionally, New Lionsgate owns and operates a suite of 22 multi-content and single series free, ad-supported streaming linear channels (also known as FAST channels) carried by various platforms including, among others, Tubi TV, Samsung, The Roku Channel and Pluto.

Motion Picture - Television

New Lionsgate licenses its theatrical productions and acquired films to the domestic linear pay, basic cable and free television markets. For additional information regarding such distribution, see “—Motion Picture – Home Entertainment—Digital Media.”

Motion Picture - International

New Lionsgate’s international sales operations are headquartered at its offices in London, England. The primary components of New Lionsgate’s international business are, on a territory-by-territory basis through third parties or directly through its international divisions:

• The licensing of rights in all media of its in-house feature film product and third-party acquisitions on an output basis;

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• The licensing of rights in all media of its in-house product and third-party acquisitions on a sales basis for non-output territories;

• The licensing of third-party feature films on an agency basis; and

• Direct distribution of theatrical and/or ancillary rights licensing.

New Lionsgate licenses rights in all media on a territory-by-territory sales basis (other than the territories where New Lionsgate self-distributes) of (i) New Lionsgate’s in-house feature film product, and (ii) films produced by third parties such as Ace Entertainment, Buzzfeed, Fifth Season, Asbury Park Pictures and Endurance Media. Films licensed and/or released by New Lionsgate internationally for the six months ended September 30, 2024 included such in-house productions as The Long Walk, Good Fortune, Highlander, Now You See Me 3, Michael, Never Let Go (f/k/a Motherland) and Borderlands, as well as films produced by third parties such as Above The Below, The Killer’s Game, Flight Risk, Anniversary, Unsung Hero, The Strangers Trilogy, Arthur The King, Dust Bunny, F Marry Kill and Freaky Tales. Third-party films for which New Lionsgate was engaged as exclusive sales agent and/or released by New Lionsgate internationally for the six months ended September 30, 2024 included Bone Yard, Rich Flu, and The Fabulous Four.

Through territory-by-territory sales arrangements, New Lionsgate generally covers a substantial portion of the production budget or acquisition cost of new theatrical releases which New Lionsgate licenses and distributes internationally. New Lionsgate also has an output arrangement in France (for all rights for all media, including home entertainment and television rights), and distributes theatrical titles in Latin America through International Distribution Company, as well as theatrical rights in Canada through Cineplex.

New Lionsgate also self-distributes motion pictures in the United Kingdom and Ireland through its subsidiary, Lions Gate International UK (“Lionsgate UK”). For the six months ended September 30, 2024, Lionsgate UK released the following theatrical titles:

Six Months Ended September 30, 2024 Lionsgate UK
Title	Release Date
Love Lies Bleeding	May 3, 2024
The Strangers: Chapter 1	May 17, 2024
Kill	July 5, 2024
Borderlands	August 9, 2024
The Critic	September 13, 2024
Never Let Go	September 27, 2024

Additionally, New Lionsgate’s office in India manages operations and growth opportunities in the South Asian/Indian sub-continent. Through its local office in Mumbai, New Lionsgate manages the following activities:

• Appoints and works closely with local theatrical distribution partners to maximize box office for its films;

• Partners with local production companies, as well as develops in-house, Indian local language television series and feature films for distribution across other media platforms; and

• Explores investment opportunities throughout the South Asian and South East Asian media market.

Motion Picture - Other

Global Products and Experiences

New Lionsgate’s Global Products and Experiences division drives incremental revenue and builds consumer engagement across New Lionsgate’s entire portfolio of properties via live shows and experiences, location-based

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entertainment destinations, games, physical and digital merchandise, and select strategic partnerships and investments.

Within the division, New Lionsgate’s Global Live Entertainment business focuses on licensing, developing, and producing live stage shows, concerts, and live immersive experiences and events based on New Lionsgate’s theatrical and television content. New Lionsgate has announced multiple live entertainment projects, including Nashville, Wonder, and La La Land for Broadway, The Hunger Games for London, as well as a live dance show inspired by New Lionsgate’s Step-Up film franchise. Live to film concerts currently touring globally include Dirty Dancing, La La Land and Twilight.

New Lionsgate’s Interactive Entertainment business focuses on growing a slate that includes games across PC/console, mobile, virtual reality and more, both through stand-alone games based solely on New Lionsgate’s content and the integration of New Lionsgate’s properties with marquee games such as Call of Duty, Dead By Daylight Fortnight and Roblox, as well as Web3 projects, including the SANDBOX. Stand-alone game titles include Blair Witch, Power Rangers: Battle for the Grid, Power Rangers: Legacy Wars and the upcoming RetroRealms: Ash vs Evil Dead launching in October 2024. A John Wick AAA video game is currently in development.

New Lionsgate’s Location Based Entertainment business licenses and produces New Lionsgate’s Lionsgate, theatrical, and television brands for theme parks, destinations, and stand-alone attractions and experiences. Attractions based on The Hunger Games, John Wick, Now You See Me, SAW and other of our intellectual property can be found at theme parks and destinations in China, the United States, United Kingdom, and the Middle East, including the John Wick Experience opening in Las Vegas later in 2024. New Lionsgate has also partnered with Six Flags to open SAW themed haunted houses across multiple Six Flags theme parks in North America during the Halloween season.

New Lionsgate’s Consumer Products business licenses and develops products around its leading film and television properties, including John Wick, The Hunger Games, Twilight, Dirty Dancing and Saw. New Lionsgate merchandise is available in the Lionsgate Shop, New Lionsgate’s official ecommerce shop, and at many well-known retail outlets such as Hot Topic, Walmart and Target. New Lionsgate is developing new offerings across a broad range of categories with best-in-class licensees, including LEGO, American Classics, Ripple Junction, Goodie Two-Sleeves, Hot Toys, Funko, ColourPop and more.

Music

New Lionsgate manages music for New Lionsgate’s theatrical and television slates, including overseeing songs, scores and soundtracks for all of New Lionsgate’s theatrical productions, co-productions and acquisitions, as well as music staffing, scores and soundtracks for all of New Lionsgate’s television productions. Music revenues are derived from the sales and licensing of music from New Lionsgate’s films, television, and other productions, and the theatrical exhibition of New Lionsgate’s films and the broadcast and webcast of New Lionsgate’s productions.

Ancillary Revenues

Ancillary revenues are derived from the licensing of films and television content at non-theatrical venues including educational and institutional facilities, U.S. military bases, oil rigs, hospitals, hotels, prisons, and on all forms of common carrier transportation, including airlines and ships.

Television Production - Television

New Lionsgate’s television business consists of the development, production, syndication and distribution of television programming. New Lionsgate principally generates revenue from the licensing and distribution of

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such programming to broadcast television networks, pay and basic cable networks, digital platforms and syndicators of first-run programming, which licenses programs on a station-by-station basis and pays in cash or via barter (i.e., trade of programming for airtime). Each of these platforms may acquire a mix of original and library programming.

After initial exhibition, New Lionsgate distributes programming to subsequent buyers, both domestically and internationally, including basic cable network, premium subscription services or digital platforms (known as “off-network syndicated programming”).

Off-network syndicated programming can be sold in successive cycles of sales which may occur on an exclusive or non-exclusive basis. In addition, television programming is sold on home entertainment (packaged media and via digital delivery) and across all other applicable ancillary revenue streams including music publishing, touring and integration.

Similar to film production practices, New Lionsgate leverages tax credits, subsidies, and other incentive programs to optimize its returns and maintain financially prudent production models for television content.

New Lionsgate currently produces, syndicates and distributes more than 80 television shows on more than 40 networks.

For the six months ended September 30, 2024, scripted and unscripted programming produced, co-produced or distributed by New Lionsgate and New Lionsgate’s affiliated entities (including Starz original productions), as well as programming syndicated by New Lionsgate’s wholly-owned subsidiary, Debmar-Mercury, during this period, included the following:

Six Months Ended September 30, 2024 Scripted - Lionsgate
Title	Network
Black Mafia Family	Starz
Ghosts	CBS
Mere Mortals	Apple
Mythic Quest	Apple
Power Book III: Raising Kanan	Starz

Six Months Ended September 30, 2024 Scripted - eOne
Title	Network
A Gentleman in Moscow	Paramount+
The Recruit	Netflix
The Rookie	ABC

Six Months Ended September 30, 2024 Unscripted - Lionsgate Alternative Television*
Title	Network
Barnes Bunch	WETV
Caresha For Real	VH1
Fletcher’s Family Farm	ITV
Icons that Changed America	History
Milf Manor	TLC
My Big Fat Fab Life	TLC
Naked & Afraid	Discovery
Naked & Afraid: Last One Standing	Discovery
Power Slap: Road to the Title	Discovery
Selling Sunset	Netflix

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Six Months Ended September 30, 2024 Unscripted - Lionsgate Alternative Television*
Title	Network
Springtime on the Farm	Channel 5
The Yorkshire Vet	Channel 5
The Yorkshire Vet: Great and Small	Channel 5
Trivial Pursuit	CW
Ultimate Fighter	ESPN+
Zombie House Flippers	Discovery

Six Months Ended September 30, 2024

Syndication – Debmar-Mercury

Title

Family Feud

People Puzzler

Sherri Shepherd

The Conners

* Lionsgate Alternative Television includes programming produced by Pilgrim Media Group (of which New Lionsgate’s own a majority interest), as well as by New Lionsgate’s wholly-owned subsidiaries, eOne’s U.S. and U.K. non-scripted group, Blackfin, Renegade and Daisybeck Studios (acquired in December 2023).

Television Production - International

New Lionsgate licenses, sells and distributes original Lionsgate television series (including Lionsgate UK television programming), third party television programming and format acquisitions to international markets via packaged media and various digital platforms. For the six months ended September 30, 2024, Lionsgate UK television programming that was acquired, began production, was produced or was broadcast, included the following:

Six Months Ended September 30, 2024 Television – Lionsgate UK
Title	Network	Partner(s)
Son of A Critch 4	CBC & CW	Project 10
Borderline	ZDF & Roku	Further South Productions and ShinAwil
Queenie	Channel 4	Further South Productions Limited
The German	DBS Satellite Services (YES)	Gil Formats Ltd

Television Production - Home Entertainment

For information regarding television production home entertainment revenue, see “—Motion Picture —Home Entertainment.”

Television Production - Other

Other revenues are derived from, among others, the licensing of New Lionsgate’s television programs to other ancillary distributors, the sales and licensing of music from the television broadcasts of New Lionsgate’s productions, and from New Lionsgate’s interest in 3 Arts Entertainment, a talent management company. 3 Arts Entertainment receives commission revenue from talent representation and are producers on a number of television shows and films where they receive an executive producer fee and back-end participations.

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Specialized Skill and Knowledge

New Lionsgate’s management team brings together strong complementary skills, expertise and experience in various aspects of the media and entertainment industry, including in film and television studio operations, production and distribution, as well as in strategic planning, financing, sales, marketing and mergers and acquisitions.

Competitive Conditions

New Lionsgate’s businesses operate in highly competitive markets. New Lionsgate competes with companies within the entertainment and media business and from alternative forms of leisure entertainment, such as travel, sporting events, outdoor recreation and other cultural-related activities. New Lionsgate competes with the major studios, numerous independent motion picture and television production companies, television networks, pay television services and digital media platforms for the acquisition of literary, film and television properties, the services of performing artists, directors, producers and other creative and technical personnel and production financing, all of which are essential to the success of New Lionsgate’s businesses. In addition, New Lionsgate’s motion pictures compete for audience acceptance and exhibition outlets with motion pictures produced and distributed by other companies. Likewise, New Lionsgate’s television product faces significant competition from independent distributors as well as major studios. As a result, the success of any of New Lionsgate’s motion picture and television business is dependent not only on the quality and acceptance of a particular film or program, but also on the quality and acceptance of other competing content released into the marketplace at or near the same time as well as on the ability to license and produce quality content.

Intellectual Property

New Lionsgate currently uses and owns or licenses a number of trademarks, service marks, copyrights, domain names and similar intellectual property in connection with New Lionsgate’s businesses and owns registrations and applications to register them both domestically and internationally. New Lionsgate believes that ownership of, and/or the right to use, such trademarks, service marks, copyrights, domain names and similar intellectual property is an important factor in New Lionsgate’s businesses and that New Lionsgate’s success depends, in part, on such ownership.

Motion picture and television piracy is extensive in many parts of the world, including South America, Asia and certain Eastern European countries, and is made easier by technological advances and the conversion of content into digital formats. This trend facilitates the creation, transmission and sharing of high-quality unauthorized copies of content on packaged media and through digital formats. The proliferation of unauthorized copies of these products has had and will likely continue to have an adverse effect on New Lionsgate’s business, because these products may reduce the revenue New Lionsgate receives from New Lionsgate’s products. New Lionsgate’s ability to protect and enforce its intellectual property rights is subject to certain risks and, from time to time, New Lionsgate encounters disputes over rights and obligations concerning intellectual property. New Lionsgate cannot provide assurance that New Lionsgate will prevail in any intellectual property disputes.

After the consummation of the Transactions, New Lionsgate will either own or continue to license from third parties’ intellectual property rights necessary to operate the LG Studios Business as of the consummation of the Transactions. New Lionsgate and Starz will enter into certain agreements concerning commercial licensing arrangements between the parties, which are described in the section entitled “Certain Relationships and Related Party Transactions of New Lionsgate.”

Seasonality (Business Cycles)

New Lionsgate’s business is not subject to cyclical or seasonal fluctuations, but may depend significantly based on the risk factors set forth in the section entitled “Risk Factors—Risks Related to New Lionsgate and the LG Studios Business—New Lionsgate’s revenues and results of operations may fluctuate significantly.”

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Dependence on Key Customer Contracts

New Lionsgate’s business is not dependent on any key customer contracts. Following the Transactions, New Lionsgate and Starz will be party to certain commercial arrangements, as described under “Certain Relationships and Related Party Transactions,” pursuant to which Starz will be a significant customer of New Lionsgate. See “Risk Factors—Risks Related to New Lionsgate and the LG Studios Business—The LG Studios Business relies on a few major retailers and distributors and the loss of any of those could reduce New Lionsgate’s revenues and operating results.”

Changes to Contracts

Except in connection with the Transactions, New Lionsgate’s business is not expected to be affected by the renegotiation or termination of contracts or subcontracts.

Environmental Protection

New Lionsgate’s business does not involve environmental protection requirements.

Employees

New Lionsgate expects to employ approximately 1,175 individuals as of the Arrangement Effective Time in its worldwide operations. New Lionsgate also utilizes consultants in the ordinary course of its business and hires additional employees on a project-by-project basis in connection with the production of New Lionsgate’s motion pictures and television programming.

Environmental and Social Responsibility and Human Capital Management

Following the Transactions, New Lionsgate generally expects to continue Lionsgate’s existing policies and practices with respect to environmental, social responsibility and human capital matters. For more information, see “—Environmental, Social and Governance.”

Legal Proceedings and Regulatory Actions

From time to time, New Lionsgate is expected to be involved in certain claims and legal proceedings arising in the normal course of business. While the resolution of these matters cannot be predicted with certainty, New Lionsgate does not believe, based on current knowledge, that the outcome of any currently pending legal proceedings in which Lionsgate is currently involved will have a material adverse effect on New Lionsgate’s consolidated financial position, results of operations or cash flow. For additional information regarding legal proceedings in which Lionsgate is involved, see “Risk Factors—Purported noteholders have instituted suit against Lionsgate claiming that it breached the indenture governing Lions Gate Capital Holdings LLC’s 5.500% senior notes due 2029 by virtue of an amendment executed in connection with an exchange by certain noteholders for new notes.”

Interest of Informed Persons in Material Transactions

Since the formation of New Lionsgate, except as otherwise described in this joint proxy statement/prospectus, no informed person of New Lionsgate or any associate or affiliate of any informed person has had any interest in any transaction that has materially affected or is reasonably expected to materially affect New Lionsgate. For the purposes of this paragraph, an “informed person” means a director or officer of New Lionsgate, a director or officer of a person or company that is itself an “informed person” or subsidiary of New Lionsgate; any person or company who beneficially owns or controls or directs, directly or indirectly, voting securities of New Lionsgate or who exercises control or direction over voting securities of New Lionsgate or a

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combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of New Lionsgate. The New Lionsgate directors and executive officers have no substantial interests, directly or indirectly, in the Transactions, except to the extent of their ownership in shares of New Lionsgate.

Insurance

The Separation Agreement will provide for the allocation between the parties of rights and obligations under existing insurance policies with respect to occurrences prior to the Arrangement Effective Time and will set forth procedures for the administration of insured claims and certain other insurance matters.

Properties

New Lionsgate’s corporate office is located at 250 Howe Street, 20th Floor, Vancouver, BC V6C 3R8. Its principal executive offices are located at 2700 Colorado Avenue, Santa Monica, California 90404, where New Lionsgate occupies 192,584 square feet (per a lease that expires in September 2029).

In addition, New Lionsgate leases the following properties:

• 94,449 square feet at 134 Peter Street, Toronto, Canada (per a lease that expires June 2025);

• 93,670 square feet at 12020 Chandler Blvd., Valley Village, California (per a lease that expires in December 2027);

• 39,000 square feet at 2700 Pennsylvania Avenue, Santa Monica, California (per a lease that expires in August 2029);

• 34,332 square feet at 530 Fifth Avenue, New York, New York (per a lease that expires in August 2025);

• 28,192 square feet at 15301 Ventura Blvd., Sherman Oaks, California (per a lease that expires in December 2025);

• 25,346 square feet at 9460 Wilshire Blvd., Beverly Hills, California (per a lease that expires in February 2026);

• 24,999 square feet at 495-517 Wellington Street West, Toronto, Ontario (per a lease that expires in December 2035);

• 15,673 square feet at 45 Mortimer Street, London, United Kingdom (per a lease that expires in July 2029); and

• An aggregate of 20,610 square feet for properties located in Beijing, China (per a lease that expires in December 2025), Brentwood, California (per a lease that expires in April 2026), Leeds, United Kingdom (per leases that expire in April 2025, September 2025 and October 2027), Luxembourg City, Luxembourg (per a lease that expires in April 2027), Mumbai, India (per a lease that expires in December 2026), New York, New York (per a lease that expires in May 2030) and Toronto, Canada (per a lease that expires in June 2025).

New Lionsgate believes that its current facilities are adequate to conduct its business operations for the foreseeable future. New Lionsgate believes that it will be able to renew these leases on similar terms upon expiration. If it cannot renew, New Lionsgate believes that it could find other suitable premises without any material adverse impact on its operations.

Material Contracts

The sole material contracts within the meaning of applicable Canadian securities legislation, other than the contracts entered into in the ordinary course of business, which have been entered into by New Lionsgate since

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its formation or are otherwise material to New Lionsgate within the meaning of applicable Canadian securities legislation are the Separation Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, New Lionsgate Investor Rights Agreement, New Lionsgate Voting and Standstill Agreement and New Lionsgate Registration Rights Agreements which are described in the section entitled “Certain Relationships and Related Party Transactions.”

Auditors

Ernst & Young LLP, independent registered public accounting firm, is expected to be New Lionsgate’s auditor.

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Management’s Discussion & Analysis of Financial Condition and Results of Operations of New Lionsgate

The following management’s discussion and analysis of financial condition and results of operations reflects the consolidated financial statements of Lionsgate Studios Corp. following the Studio Separation and for periods prior to the Studio Separation, the combined financial statements of the Studio Business of Lionsgate. This discussion should be read together with the interim unaudited condensed consolidated financial statements and related notes as well as the audited combined financial statements of Lionsgate Studios Corp. that are included in this joint proxy statement/prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Lionsgate Studios Corp.’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth elsewhere in this joint proxy statement/ prospectus under the section entitled “Risk Factors”.

Capitalized terms defined in this Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lionsgate Studios Corp. have the meanings ascribed to such terms in, and for the purposes of, this section.

Overview

Lionsgate Studios Corp. (the “Company,” “Lionsgate Studios,” “we,” “us,” or “our”) is a subsidiary of Lions Gate Entertainment Corp. (“Lionsgate” or “Parent”) which encompasses the motion picture and television studio operations (collectively referred to as the “LG Studios Business”) of Lionsgate.

The LG Studios Business consists of the Motion Picture and Television Production reportable segments, together with substantially all of Lionsgate’s corporate general and administrative costs. The Motion Picture segment consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired. The Television Production segment consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series, and non-fiction programming. The Motion Picture segment includes the licensing of motion pictures and the Television Production segment includes the licensing of Starz original productions to the STARZ-branded premium global subscription platforms (the “Starz Business”). The Television Production segment also includes the ancillary market distribution of Starz original productions and licensed product. Additionally, the Television Production segment includes the results of operations of 3 Arts Entertainment, a talent management company.

Background

Pursuant to a plan of arrangement, the LG Studios Business and the Starz Business will be separated through a series of transactions (the “Transactions”) that will result in the pre-transaction shareholders of Lionsgate owning shares in two separate public companies as follows: (i) the Starz Business will be held by current Lionsgate under a new name, Starz Entertainment Corp. (“Starz”), which will continue to be owned by LGEC shareholders as of immediately before the Transactions and operated through the same wholly owned subsidiaries of current LGEC, and (ii) the LG Studios Business will be held by New Lionsgate, a new legal entity, which will be owned by LGEC shareholders and LG Studios shareholders as of immediately before the Transactions. The Lionsgate Studios common shares will be delisted from the Nasdaq and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Due to the relative significance of the LG Studios Business as compared to the Starz Business and the continued involvement of existing Lionsgate senior management with the LG Studios Business following the completion of the Transactions, for financial reporting purposes, New Lionsgate (holding the LG Studios Business) will be considered the accounting spinnor or divesting entity and Starz (holding the Starz Business) will be considered the accounting spinnee or divested entity. As a result, the historical consolidated financial statements of Lionsgate will become the historical financial statements of the New Lionsgate.

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Studio Separation and Business Combination

On May 13, 2024, Lionsgate consummated the transactions contemplated by that certain business combination agreement (the “Business Combination Agreement”), with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (“New SEAC”), LG Sirius, LG Orion Holdings ULC, a British Columbia unlimited liability company and wholly-owned subsidiary of Lionsgate (“StudioCo”), and other affiliates of SEAC. Pursuant to the terms and conditions of the Business Combination Agreement, the LG Studios Business was combined with SEAC through a series of transactions, including an amalgamation of StudioCo and New SEAC under a Canadian plan of arrangement (the “Business Combination”). In connection with the closing of the Business Combination, New SEAC changed its name to “Lionsgate Studios Corp.” and continues the existing business operations of the LG Studios Business of Lionsgate. The Company became a separate publicly traded company and its common shares, without par value (“LG Studios Common Shares”), commenced trading on Nasdaq under the symbol “LION” on May 14, 2024.

In connection with and prior to the Business Combination, Lionsgate and StudioCo entered into a separation agreement pursuant to which the assets and liabilities of the LG Studios Business were transferred to StudioCo such that StudioCo held, directly or indirectly, all of the assets and liabilities of the LG Studios Business (the “Studio Separation”).

The Business Combination was accounted for as a reverse recapitalization in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). Under this method of accounting, SEAC is treated as the acquired company and the LG Studios Business is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Lionsgate Studios will represent a continuation of the financial statements of the LG Studios Business, with the Business Combination treated as the equivalent of the LG Studios Business issuing LG Studios Common Shares for the historical net assets of SEAC, substantially consisting of cash held in the trust account, accompanied by a recapitalization of the LG Studios Business equity. The historical net assets of SEAC were stated at fair value, which approximated historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of the LG Studios Business.

To conform to the retroactive application of the reverse recapitalization, in all periods prior to the Business Combination, parent net investment transactions have been recast to accumulated deficit in the combined balance sheets and the combined statements of equity of the LG Studios Business.

The shares and net income (loss) per common share, in all periods prior to the Business Combination, have been retroactively restated based on the 253.4 million shares issued to Lionsgate at the closing of the Business Combination. See Note 1 to the audited combined financial statements and Note 12 to the unaudited condensed consolidated financial statements.

The LG Studios Business has been determined to be the accounting acquirer in the Business Combination because Lionsgate continues to hold a controlling financial interest.

As a result of the Business Combination and additional private investments in public equities (“PIPE”) financing discussed in Note 2 to the unaudited condensed consolidated financial statements of Lionsgate Studios, former SEAC public shareholders and founders and new common equity financing investors own approximately 12.2% of LG Studios common shares. In addition to establishing the LG Studios Business as a standalone publicly-traded entity, the transaction resulted in approximately $330.0 million of gross proceeds to Lionsgate received at closing, including $254.3 million in PIPE financing. See Note 2 to the unaudited condensed consolidated financial statements of Lionsgate Studios, for additional information related to the Business Combination. The net proceeds from the transaction were used by the Company to pay down the Intercompany Note, see Note 7 to the unaudited condensed consolidated financial statements of Lionsgate Studios.

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Basis of Presentation

Upon the effective date of the Studio Separation, the Company’s financial statements are presented on a consolidated basis, as Lionsgate completed the contribution of the LG Studios Business on such date. The unaudited financial statements for all periods presented, including the historical results of the Company prior to the Studio Separation, are now referred to as the “condensed consolidated financial statements”. The audited financial statements as of March 31, 2024 and 2023 and for the three-year period ended March 31, 2024 continue to be referred to as the “combined financial statements”.

For periods prior to the Studio Separation, the Company operated as a segment of Lionsgate and not as a separate entity. The Company’s financial statements prior to the Studio Separation were prepared on a carve-out basis and were derived from Lionsgate’s consolidated financial statements and accounting records and reflect LG Studios Business’s combined historical financial position, results of operations and cash flows as they were historically managed in accordance with U.S. GAAP. Prior to the Studio Separation, a management approach was applied to determine the carve-out basis of presentation. In using the management approach, considerations over how the business operates were utilized to identify historical operations that should be presented within the carve-out financial statements.

For periods subsequent to the Studio Separation, the accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate Studios and all of its majority-owned and controlled subsidiaries.

All revenues and costs as well as assets and liabilities directly associated with the business activity of the LG Studios Business were included in the accompanying unaudited condensed consolidated financial statements. Prior to the Studio Separation, revenues and costs associated with the LG Studios Business were specifically identifiable in the accounting records maintained by Lionsgate and primarily represent the revenue and costs used for the determination of segment profit of the Motion Picture and Television Production segments of Lionsgate. In addition, the LG Studios Business costs included an allocation of corporate general and administrative expense (inclusive of share-based compensation) which was allocated to the LG Studios Business as further discussed below. Other costs excluded from the Motion Picture and Television Production segment profit but relating to the LG Studios Business were generally specifically identifiable as costs of the LG Studios Business in the accounting records of Lionsgate and were included in the accompanying unaudited condensed consolidated financial statements in periods prior to the Studio Separation.

In connection with the Business Combination, on May 9, 2024, Lionsgate and StudioCo entered into a shared services and overhead sharing agreement (the “Shared Services Agreement”) which took effect upon the closing of the Business Combination. The Shared Services Agreement facilitates the allocation to the Company of all corporate general and administrative expenses of Lionsgate, except for an amount of $10.0 million to be allocated annually to Lionsgate. The $10.0 million allocation of Lionsgate’s corporate general and administrative expenses to the Starz Business pursuant to the Shared Services Agreement is designed to reflect the portion of corporate expenses expended and reflective of the level of effort and costs incurred related to management oversight and services provided for the Starz Business post Studio Separation with consideration of the anticipated completion of the Transactions.

The corporate general and administrative expenses that are allocated to the Company pursuant to the Shared Services Agreement include salaries and wages for certain executives and other corporate officers related to executive oversight, investor relations costs, costs for the maintenance of corporate facilities, and other common administrative support functions, including corporate accounting, finance and financial reporting, audit and tax costs, corporate and other legal support functions, and certain information technology and human resources. In addition, the Separation Agreement and the Shared Services Agreement provide that officers, employees and directors of the Company will continue to receive awards of equity and equity-based compensation pursuant to the existing plans of Lionsgate. Such awards will be treated as a capital contribution by Lionsgate to the

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Company, with the associated stock based compensation expense for such awards allocated to the Company, see Note 13 to the unaudited condensed consolidated financial statements of Lionsgate Studios and Note 13 to the audited combined financial statements of Lionsgate Studios.

For periods prior to the Studio Separation, the unaudited condensed combined financial statements of the LG Studios Business included allocations of corporate general and administrative expenses (inclusive of share-based compensation) from Lionsgate related to the corporate and shared service functions historically provided by Lionsgate. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of consolidated Lionsgate revenue, payroll expense or other measures considered to be a reasonable reflection of the historical utilization levels of these services.

Management believes the assumptions underlying these unaudited condensed consolidated financial statements, including the assumptions regarding the allocation of general and administrative expenses from Lionsgate to the LG Studios Business prior to the Studio Separation, are reasonable. See Note 20 to the unaudited condensed consolidated financial statements of Lionsgate Studios and Note 20 to the audited combined financial statements of the Lionsgate Studios for further detail of the allocations included in the unaudited condensed consolidated financial statements and audited combined financial statements, respectively.

In connection with the Business Combination, the Company entered into certain intercompany note arrangements, which mirrored the terms and amounts outstanding under Lionsgate’s credit facilities as previously reflected in the historical financial statements of the LG Studios Business prior to the Studio Separation, see Note 7 to the unaudited condensed consolidated financial statements of Lionsgate Studios.

Components of Results of Operations

Revenues

Our revenues are derived from the Motion Picture and Television Production segments, as described below. As mentioned above, we refer to our Motion Picture and Television Production segments collectively as our LG Studios Business. Our revenues are derived from the U.S., Canada, the United Kingdom and other foreign countries. None of the non-U.S. countries individually comprised greater than 10% of total revenues for the three and six months ended September 30, 2024 and 2023 and years ended March 31, 2024, 2023 and 2022.

Motion Picture: Our Motion Picture segment includes revenues derived from the following:

• Theatrical. Theatrical revenues are derived from the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis (distributed by us directly in the U.S. and through a sub-distributor in Canada). The revenues from Canada are reported net of distribution fees and release expenses of the Canadian sub-distributor. The financial terms that we negotiate with our theatrical exhibitors in the U.S. generally provide that we receive a percentage of the box office results.

• Home Entertainment. Home entertainment revenues are derived from the sale or rental of our film productions and acquired or licensed films and certain television programs (including theatrical and direct-to-video releases) on packaged media and through digital media platforms (including pay-per-view and video-on-demand platforms, electronic sell through, and digital rental). In addition, we have revenue sharing arrangements with certain digital media platforms which generally provide that, in exchange for a nominal or no upfront sales price, we share in the rental or sales revenues generated by the platform on a title-by-title basis.

• Television. Television revenues are primarily derived from the licensing of our theatrical productions and acquired films to the linear pay, basic cable and free television markets. In addition, when a license in our traditional pay television window is made to a subscription video-on-demand (“SVOD”) or other digital platform, the revenues are included here.

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• International. International revenues are derived from (1) licensing of our productions, acquired films, our catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis; and (2) the direct distribution of our productions, acquired films, and our catalog product and libraries of acquired titles in the United Kingdom.

• Other. Other revenues are derived from, among others, the licensing of our film and television and related content (games, music, location-based entertainment royalties, etc.) to other ancillary markets.

Television Production: Our Television Production segment includes revenues derived from the following:

• Television. Television revenues are derived from the licensing to domestic markets (linear pay, basic cable, free television and syndication) of scripted and unscripted series, television movies, mini-series and non-fiction programming. Television revenues also include revenue from licenses to SVOD platforms in which the initial license of a television series is to an SVOD platform. Television revenues include fixed fee arrangements as well as arrangements in which we earn advertising revenue from the exploitation of certain content on television networks.

• International. International revenues are derived from the licensing and syndication to international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming.

• Home Entertainment. Home entertainment revenues are derived from the sale or rental of television production movies or series on packaged media and through digital media platforms.

• Other. Other revenues are derived from, among others, the licensing of our television programs to other ancillary markets, the sales and licensing of music from the television broadcasts of our productions, and from commissions and executive producer fees earned related to talent management.

Expenses

Our primary operating expenses include direct operating expenses, distribution and marketing expenses and general and administration expenses.

Direct operating expenses include amortization of film and television production or acquisition costs, participation and residual expenses, provision for doubtful accounts, and foreign exchange gains and losses.

Participation costs represent contingent consideration payable based on the performance of the film or television program to parties associated with the film or television program, including producers, writers, directors or actors. Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild - American Federation of Television and Radio Artists, Directors Guild of America, and Writers Guild of America, based on the performance of the film or television program in certain ancillary markets or based on the individual’s (i.e., actor, director, writer) salary level in the television market.

Distribution and marketing expenses primarily include the costs of theatrical prints and advertising (“P&A”) and premium video-on-demand (“Premium VOD”) expense and of DVD/Blu-ray duplication and marketing. Theatrical P&A includes the costs of the theatrical prints delivered to theatrical exhibitors and the advertising and marketing cost associated with the theatrical release of the picture. Premium VOD expense represents the advertising and marketing cost associated with the Premium VOD release of the picture. DVD/Blu-ray duplication represents the cost of the DVD/Blu-ray product and the manufacturing costs associated with creating the physical products. DVD/Blu-ray marketing costs represent the cost of advertising the product at or near the time of its release or special promotional advertising.

General and administration expenses include salaries and other overhead. Following the Studio Separation, the Shared Services Agreement facilitates the allocation of substantially all corporate general and administrative expenses to the Company, including salaries and wages for certain executives and other corporate officers related

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to executive oversight, investor relations costs, costs for the maintenance of corporate facilities, and other common administrative support functions, including corporate accounting, finance and financial reporting, audit and tax costs, corporate and other legal support functions, and certain information technology and human resources. Prior to the Studio Separation, general and administrative expenses included allocations for certain general and administrative expenses from Lionsgate related to certain corporate and shared service functions historically provided by Lionsgate. See “Basis of Presentation” above, Note 1 and Note 20 to our unaudited condensed consolidated financial statements and Note 20 to the audited combined financial statements of Lionsgate Studios for further details on the Shared Services Agreement and our methodology for allocating these costs for periods prior to the Studio Separation.

For the three and six months ended September 30, 2024, total Lionsgate corporate general and administrative expenses were $28.1 million and $61.5 million, of which $28.1 million and $59.2 million was allocated to the Company. For the three and six months ended September 30, 2023, total Lionsgate corporate general and administrative expenses were $32.8 million and $63.1 million, of which $26.4 million and $51.0 million, respectively, was allocated to the Company.

Lionsgate’s corporate and shared service function expense and the allocation reflected in the LG Studios Business’s audited combined financial statements for the years ended March 31, 2024, 2023 and 2022 is presented in the table below:

	Year Ended March 31,
	2024		2023		2022
	(Amounts in millions)
Lionsgate corporate general and administrative expenses:
Lionsgate corporate general and administrative expenses, excluding share-based compensation	$	136.1	$	122.6	$	97.1
Share-based compensation		20.7		36.3		27.4
Total Lionsgate corporate general and administrative expenses	$	156.8	$	158.9	$	124.5
Allocation to the LG Studios Business
General and administrative expenses, excluding allocation of Lionsgate corporate and shared employee share-based compensation expense	$	110.6	$	100.8	$	80.0
Allocation of shared employee share-based compensation expense		15.0		26.7		19.6
Total allocation to the LG Studios Business	$	125.6	$	127.5	$	99.6

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. As described more fully below, these estimates bear the risk of change due to the inherent uncertainty of the estimate. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to

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the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 1 to our audited combined financial statements.

Accounting for Films and Television Programs

Capitalized costs for films or television programs are predominantly monetized individually.

Amortization. Film cost amortization as well as participations and residuals expense are based on management’s estimates. Costs of acquiring and producing films and television programs and of acquired libraries are amortized and estimated liabilities for participations and residuals costs are accrued using the individual-film-forecast method, based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned (“ultimate revenue”). Management’s judgment is required in estimating ultimate revenue and the costs to be incurred throughout the life of each film or television program.

Management estimates ultimate revenues based on historical experience with similar titles or the title genre, the general public appeal of the cast, audience test results when available, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions and other tangible and intangible factors, many of which we do not control and which may change.

For motion pictures, ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture. The most sensitive factor affecting our estimate of ultimate revenues for a film intended for theatrical release is the film’s theatrical performance, as subsequent revenues from the licensing and sale in other markets have historically been highly correlated to its theatrical performance. After a film’s release, our estimates of revenue from succeeding markets are revised based on historical relationships and an analysis of current market trends.

For an episodic television series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. The most sensitive factors affecting our estimate of ultimate revenues for a television series is whether the series will be ordered for a subsequent season and estimates of revenue in secondary markets other than the initial license fee, which may depend on a number of factors, including, among others, the ratings or viewership the program achieves on the customers’ platforms. The initial estimate of ultimate revenue may include estimates of revenues outside of the initial license window (i.e., international, home entertainment and other distribution platforms) and are based on historical experience for similar programs (genre, duration, etc.) and the estimated number of seasons of the series. Ultimates of revenue beyond the initial license fee are generally higher for programs that have been or are expected to be ordered for multiple seasons. We regularly monitor the performance of each season, and evaluate whether impairment indicators are present (i.e., low ratings, cancellations or the season is not reordered), and based upon our review, we revise our estimates as needed and perform an impairment assessment if impairment indicators are present (see below).

For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.

Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates have differed in the past from actual results and are likely to differ to some extent in the future from actual results. In addition, in the normal course of our business, some films and titles are more successful or less successful than anticipated. Management regularly reviews and revises when necessary its ultimate revenue

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and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or a write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value (see below).

An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically results in an impairment requiring a write-down of the film cost to the title’s fair value. These write-downs are included in amortization expense within direct operating expenses in our consolidated statements of operations. See further discussion below under Impairment Assessment.

Impairment Assessment. An individual film or television program is evaluated for impairment when events or changes in circumstances indicate that the fair value of an individual film is less than its unamortized cost. If the result of the impairment test indicates that the carrying value exceeds the estimated fair value, an impairment charge will then be recorded for the amount of the difference.

Estimate of Fair Value. The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the title. For motion pictures intended for theatrical release, the discounted cash flow analysis used in the impairment evaluation prior to theatrical release is subjective and the key inputs include estimates of future anticipated revenues and estimates of box office performance, which may differ from future actual results. These estimates are based in part on the historical performance of similar films, test audience results when available, information regarding competing film releases, and critic reviews. For television programs, the discounted cash flow analysis used in the impairment evaluation includes key inputs such as estimates of future anticipated revenue, as discussed above. See further discussion of Valuation Assumptions below.

Valuation Assumptions. The discounted cash flow analysis includes cash flows estimates of ultimate revenue and costs as well as a discount rate (a Level 3 fair value measurement, see Note 9 to our unaudited condensed consolidated financial statements). The discount rate utilized in the discounted cash flow analysis is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in management’s future revenue estimates.

Revenue Recognition. Our Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media), television, and international market places.

Our content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. Our fixed fee or minimum guarantee licensing arrangements in the television, digital media and international markets may, in some cases, include multiple titles, multiple license periods (windows) with a substantive period in between the windows, rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content.

Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of our content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been

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satisfied (or partially satisfied). Generally, when we license completed content (with standalone functionality, such as a movie, or television show), our performance obligation will be satisfied prior to the sale or usage. When we license intellectual property that does not have stand-alone functionality (e.g., brands, themes, logos, etc.), our performance obligation is generally satisfied in the same period as the sale or usage. The actual amounts due to us under these arrangements are generally not reported to us until after the close of the reporting period. We record revenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from our customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While we believe these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than our estimates, and could result in an adjustment to revenues in future periods.

Revenue from the theatrical release of feature films are treated as sales or usage-based royalties and recognized starting at the exhibition date and based on our participation in box office receipts of the theatrical exhibitor.

Digital media revenue sharing arrangements are recognized as sales or usage based royalties.

Revenue from commissions are recognized as such services are provided.

Goodwill. At September 30, 2024 and March 31, 2024, the carrying value of goodwill was $806.5 million and $811.2 million, respectively. Goodwill is allocated to our reporting units, which are our operating segments or one level below our operating segments (component level). Reporting units are determined by the discrete financial information available for the component and whether that information is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. Our reporting units for purposes of goodwill impairment testing, along with their respective goodwill balances at September 30, 2024 and March 31, 2024, were Motion Picture (goodwill of $396 million and $399 million, respectively), and our Television (goodwill of $317 million and $320 million, respectively) and Talent Management (goodwill of $93 million) businesses, both of which are part of our Television Production segment.

Goodwill is not amortized but is reviewed for impairment each fiscal year or between the annual tests if an event occurs or circumstances change that indicates it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. We perform our annual impairment test as of January 1 in each fiscal year. A goodwill impairment loss would be recognized for the amount that the carrying amount of a reporting unit exceeds its fair value. An entity may perform a qualitative assessment of the likelihood of the existence of a goodwill impairment. The qualitative assessment is an evaluation, based on all identified events and circumstances which impact the fair value of the reporting unit of whether or not it is more- likely-than-not that the fair value is less than the carrying value of the reporting unit. If we believe that as a result of our qualitative assessment it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative impairment test is not required but may be performed at the option of the Company. A quantitative assessment requires determining the fair value of our reporting units. The determination of fair value requires considerable judgment and requires assumptions and estimates of many factors, including revenue and market growth, operating margins and cash flows, market multiples and discount rates.

In performing a quantitative assessment of goodwill, we determine the fair value of our reporting units by using a combination of discounted cash flow (“DCF”) analyses and market-based valuation methodologies. The models rely on significant judgments and assumptions surrounding general market and economic conditions, short-term and long-term growth rates, discount rates, income tax rates, and detailed management forecasts of future cash flow and operating margin projections, and other assumptions, all of which are based on our internal forecasts of future performance as well as historical trends. The market-based valuation method utilizes EBITDA multiples from guideline public companies operating in similar industries and a control premium. The results of

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these valuation methodologies are weighted as to their relative importance and a single fair value is determined. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment tests will prove to be an accurate prediction of the future.

Goodwill Impairment Assessments

Fiscal 2025. During the three and six months ended September 30, 2024, there were no events or circumstances that have changed that would indicate that it is more-likely-than not that the fair value of a reporting unit is less than its carrying value.

Fiscal 2024. For our annual goodwill impairment test for fiscal 2024, we performed qualitative goodwill impairment assessments for all of our reporting units (Motion Picture, and our Television and Talent Management businesses, both of which are part of our Television Production segment). Our qualitative assessments considered the recent performance of these reporting units, and updated forecasts of performance and cash flows, as well as the current micro and macroeconomic environments in relation to the current and expected performance of these reporting units, and industry considerations, and determined that since the date of the most recent quantitative assessment performed over these reporting units, there were no events or circumstances that rise to a level that would more-likely-than-not reduce the fair value of those reporting units below their carrying values; therefore, a quantitative goodwill impairment analysis was not required for these reporting units.

Fiscal 2023. In the second quarter of fiscal 2023, we updated our quantitative impairment assessment for all of our reporting units based on the most recent data and expected growth trends. The DCF analysis components of the fair value estimates were determined primarily by discounting estimated future cash flows, which included weighted average perpetual nominal growth rates ranging from 1.5% to 3.5%, at a weighted average cost of capital (discount rate) ranging from 11.0% to 13.0%, which considered the risk of achieving the projected cash flows, including the risk applicable to the reporting unit, industry and market as a whole. Based on the quantitative impairment assessment, the Company determined that the fair value of its reporting units exceeded the carrying values for all of its reporting units.

Management will continue to monitor all of its reporting units for further changes in the business environment that could impact the recoverability in future periods. The recoverability of goodwill is dependent upon the continued growth of revenue and cash flows from our business activities. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our reporting units may include the global economy; consumer consumption levels of our content; adverse macroeconomic conditions related to higher inflation and interest rates and currency rate fluctuations, and the impact on the global economy from wars, terrorism and multiple international conflicts, and future bank failures; volatility in the equity and debt markets which could result in higher weighted-average cost of capital; capital market transactions; the duration and potential impact of strikes of unions, on our ability to produce, acquire and distribute our content; the commercial success of our television programming and motion pictures; our continual contractual relationships with our customers; and changes in consumer behavior. If our assumptions are not realized, it is possible that additional impairment charges may need to be recorded in the future.

Corporate Expense Allocation. For periods prior to the Studio Separation, Lionsgate’s corporate general and administrative functions and costs provided oversight over both the Starz Business and the LG Studios Business. These functions and costs include, but are not limited to, salaries and wages for certain executives and other corporate officers related to executive oversight, investor relations costs, costs for the maintenance of corporate facilities, and other common administrative support functions, including corporate accounting, finance and financial reporting, audit and tax costs, corporate and other legal support functions, and certain information technology and human resources. Accordingly, for periods prior to the Studio Separation, the unaudited condensed consolidated financial statements of the LG Studios Business include allocations of certain general

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and administrative expenses from Lionsgate of $14.2 million for the six months ended September 30, 2024 and $26.4 million and $51.0 million for the three and six months ended September 30, 2023, respectively, and $125.6 million, $127.5 million and $99.6 million for the years ended March 31, 2024, 2023 and 2022, respectively, related to these corporate and shared service functions historically provided by Lionsgate.

The allocation of costs to the LG Studios Business were subjective and required considerable judgment. The allocations of general and administrative expenses to the LG Studios Business were on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of consolidated Lionsgate revenue, payroll expense or other measures management considered to be a reasonable reflection of the estimated historical utilization levels of these services. Following the Studio Separation, $45.0 million of Lionsgate’s corporate general and administrative costs were allocated to the Company pursuant to the Shared Services Agreement. In aggregate, allocations of Lionsgate’s corporate general and administrative costs to the Company represent approximately 100.0% and 95.9% for the three and six months ended September 30, 2024, respectively, 79.5% and 79.7% for the three and six months ended September 30, 2023, respectively, and 80.1%, 80.2% and 80.0% for the years ended March 31, 2024, 2023 and 2022, respectively, of total Lionsgate corporate general and administrative expense. See Components of Results of Operations-Expenses above for further information.

Income Taxes. We are subject to federal and state income taxes in the U.S. and in several foreign jurisdictions. We record deferred tax assets related to net operating loss carryforwards and certain temporary differences, net of applicable reserves in each jurisdiction. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not on a jurisdiction-by-jurisdiction basis; otherwise, a valuation allowance is applied. In order to realize the benefit of our deferred tax assets, we will need to generate sufficient taxable income in the future in each of the jurisdictions which have these deferred tax assets. However, the assessment as to whether there will be sufficient taxable income in a jurisdiction to realize our net deferred tax assets in that jurisdiction is an estimate which could change in the future depending primarily upon the actual performance of our Company. We will be required to continually evaluate the more likely than not assessment that our net deferred tax assets will be realized, and if operating results deteriorate in a particular jurisdiction, we may need to record a valuation allowance for all or a portion of our deferred tax assets through a charge to our income tax benefit (provision). As of March 31, 2024, we maintained a valuation allowance of $341.6 million against certain U.S. and foreign deferred tax assets that may not be realized on a more likely than not basis.

Our effective tax rates differ from the U.S. federal statutory income tax rate and is affected by many factors, including the overall level of income (loss) before taxes and its mix across the jurisdictions in which conduct operations, any changes in tax laws and regulations changes in valuation allowances against our deferred tax assets, changes in unrecognized tax benefits, tax planning strategies available to us and other discrete items.

For periods prior to the Business Combination (including the period from April 1, 2024, through May 13, 2024), income taxes were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and standalone enterprise. The Company’s U.S. operations, and certain of its non-U.S. operations historically were included in the income tax returns of Lionsgate or its subsidiaries that may not be part of the Company. Management believes the assumptions supporting the Company’s allocation and presentation of income taxes on a separate tax return basis to be reasonable.

For periods following the Business Combination (including the period from May 14, 2024, through September 30, 2024), income taxes were calculated by applying an estimated effective income tax rate to the Company’s ordinary income (loss), adjusted for the income tax effects of items that related discretely to the period, if any.

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Results of Operations

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Consolidated Results of Operations

The following table sets forth our consolidated results of operations for the three months ended September 30, 2024 and 2023. Due to the acquisition of eOne, the three months ended September 30, 2024 includes the results of operations of eOne (acquired December 27, 2023), see Note 3 to our unaudited condensed consolidated financial statements for further details.

	Three Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Revenues
Studio Business
Motion Picture (1)	$	407.1		$	395.9		$	11.2			2.8	%
Television Production (2)		416.6			393.9			22.7			5.8	%
Total revenues		823.7			789.8			33.9			4.3	%
Expenses:
Direct operating		628.2			510.5			117.7			23.1	%
Distribution and marketing		134.0			107.5			26.5			24.7	%
General and administration		84.9			87.1			(2.2	)		(2.5	)%
Depreciation and amortization		4.2			3.8			0.4			10.5	%
Restructuring and other		7.2			4.9			2.3			46.9	%
Total expenses		858.5			713.8			144.7			20.3	%
Operating income (loss)		(34.8	)		76.0			(110.8	)		(145.8	)%
Interest expense		(63.0	)		(51.7	)		(11.3	)		21.9	%
Interest and other income		3.3			2.9			0.4			13.8	%
Other expense		(13.8	)		(10.0	)		(3.8	)		38.0	%
Loss on extinguishment of debt		(0.5	)		—			(0.5	)		n/a
Loss on investments, net		—			(1.6	)		1.6			(100.0	)%
Equity interests income (loss)		(0.1	)		1.8			(1.9	)		nm
Income (loss) before income taxes		(108.9	)		17.4			(126.3	)		nm
Income tax provision		(5.1	)		(3.9	)		(1.2	)		30.8	%
Net income (loss)		(114.0	)		13.5			(127.5	)		nm
Less: Net loss attributable to noncontrolling interests		0.6			1.7			(1.1	)		(64.7	)%
Net income (loss) attributable to Lionsgate Studios Corp. shareholders	$	(113.4	)	$	15.2		$	(128.6	)		nm

nm - Percentage not meaningful.

(1) Motion Picture revenues for the three months ended September 30, 2024 and 2023, includes $72.1 million and $60.5 million, respectively, of revenues from licensing Motion Picture segment product to the Starz Business.

(2) Television Production revenues for the three months ended September 30, 2024 and 2023, includes $149.9 million and $130.3 million, respectively, of revenues from licensing Television Production segment product to the Starz Business.

Revenues. Consolidated revenues increased $33.9 million in the three months ended September 30, 2024 reflecting increased Motion Picture segment revenue, offset by decreased revenue in the Television Production segment.

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Motion Picture revenue increased $11.2 million due to increased international revenue driven by Borderlands and the multi-platform release, The Killer’s Game, partially offset by lower theatrical, and home entertainment revenue. Motion Picture revenues for the three months ended September 30, 2024 included approximately $15.6 million of revenues from eOne. Motion Picture revenue included $72.1 million of revenue from licensing Motion Picture segment product to the Starz Business, representing an increase of $11.6 million from the three months ended September 30, 2023.

Television Production revenue increased $22.7 million due to the inclusion of revenue from eOne of approximately $111.1 million, offset by lower home entertainment digital and international revenue. Television Production revenue included $149.9 million of revenue from licensing Television Production segment product to the Starz Business, representing an increase of $19.6 million from the three months ended September 30, 2023.

See further discussion in the Segment Results of Operations section below.

Direct Operating Expenses. Direct operating expenses by segment were as follows for the three months ended September 30, 2024 and 2023:

	Three Months Ended September 30,
	2024					2023						Change
	Amount		% of Segment Revenues			Amount			% of Segment Revenues			Amount		Percent
	(Amounts in millions)
Direct operating expenses
Motion Picture	$	255.7		62.8	%	$	202.7			51.2	%	$	53.0		26.1	%
Television Production		367.2		88.1	%		307.9			78.2	%		59.3		19.3	%
Other		5.3		nm			(0.1	)		nm			5.4		nm
	$	628.2		76.3	%	$	510.5			64.6	%	$	117.7		23.1	%

nm - Percentage not meaningful.

Direct operating expenses increased in the three months ended September 30, 2024, due to higher direct operating expenses of the Television Production segment associated with higher Television Production revenues and higher direct operating expenses as a percentage of revenue of the Motion Picture segment driven by the performance and costs of the titles released in the quarter, in particular, Borderlands, which resulted in higher direct operating cost in relation to revenue. See further discussion in the Segment Results of Operations section below.

Other. Other direct operating expense in the three months ended September 30, 2024 includes rent cost for production facilities that were unutilized as a result of the industry strikes amounting to $5.2 million, which was not allocated to the segments, and is included in direct operating expense.

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Distribution and Marketing Expenses. Distribution and marketing expenses by segment were as follows for the three months ended September 30, 2024 and 2023:

	Three Months Ended September 30,				Change
	2024		2023		Amount			Percent
	(Amounts in millions)
Distribution and marketing expenses
Motion Picture	$	126.0	$	99.0	$	27.0			27.3	%
Television Production		8.0		8.5		(0.5	)		(5.9	)%
	$	134.0	$	107.5	$	26.5			24.7	%
U.S. theatrical P&A and Premium VOD expense included in Motion Picture distribution and marketing expense	$	90.7	$	65.5	$	25.2			38.5	%

Distribution and marketing expenses increased in the three months ended September 30, 2024 and primarily reflects higher Motion Picture theatrical P&A and Premium VOD expense associated with the theatrical slate releases in the current quarter. See further discussion in the Segment Results of Operations section below.

General and Administrative Expenses. General and administrative expenses by segment were as follows for the three months ended September 30, 2024 and 2023:

	Three Months Ended September 30,										Change
	2024		% of Revenues			2023		% of Revenues			Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Picture	$	22.8				$	26.7				$	(3.9	)		(14.6	)%
Television Production		17.0					14.3					2.7			18.9	%
Corporate allocations from Lionsgate, excluding allocation of share-based compensation expense		28.1					26.5					1.6			6.0	%
Share-based compensation expense		15.3					17.4					(2.1	)		(12.1	)%
Purchase accounting and related adjustments		1.7					2.2					(0.5	)		(22.7	)%
Total general and administrative expenses	$	84.9		10.3	%	$	87.1		11.0	%	$	(2.2	)		(2.5	)%

General and administrative expenses decreased in the three months ended September 30, 2024, resulting from decreased Motion Picture general and administrative expenses, share-based compensation expense and purchase accounting and related adjustments, partially offset by increased Television Production general and administrative expenses and corporate expenses. Studio Business general and administrative expenses for the three months ended September 30, 2024 included approximately $6.0 million from eOne. See further discussion in the Segment Results of Operations section below.

As discussed in Components of Results of Operations, following the Separation, the Shared Services Agreement facilitates the allocation of substantially all corporate general and administrative expenses to the Company. For periods prior to the Separation, the Company has been allocated a portion of Lionsgate’s total corporate expenses which are included in general and administrative expenses. Corporate general and administrative expenses increased approximately $1.6 million, or 6.0%, primarily due to approximately $3.0 million of corporate general and administrative expenses from eOne.

Certain of our employees participate in the share-based compensation plans sponsored by Lionsgate. For periods prior to the Separation, Lionsgate share-based compensation awards granted to employees of the

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Company were reflected in parent net investment within the unaudited condensed consolidated statements of equity (deficit) at the time they are expensed in the unaudited condensed consolidated statements of operations. The following table presents share-based compensation expense by financial statement line item:

	Three Months Ended September 30,
	2024		2023
	(Amounts in millions)
Share-based compensation is comprised of:
Studio employee share-based compensation expense	$	8.6	$	13.5
Allocation of Lionsgate corporate and shared employee share-based compensation expense		6.7		3.9
Total share-based compensation included in general and administrative expense		15.3		17.4
Restructuring and other(1)		4.6		—
Total share-based compensation expense	$	19.9	$	17.4

(1) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.

Purchase accounting and related adjustments include the expense associated with the noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment, and the non-cash charge for the amortization of the recoupable portion of the purchase price related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The noncontrolling equity interests in the distributable earnings of 3 Arts Entertainment are reflected as an expense rather than noncontrolling interest in the unaudited condensed consolidated statement of operations due to the relationship to continued employment. Purchase accounting and related adjustments decreased $0.5 million, or 22.7%, primarily due to lower noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment of $0.5 million associated with a lower noncontrolling interest ownership percentage as a result of our acquisition of an additional interest in 3 Arts Entertainment (see Note 10 to our unaudited condensed consolidated financial statements).

Depreciation and Amortization Expense. Depreciation and amortization of $4.2 million in the three months ended September 30, 2024 increased $0.4 million from $3.8 million in the three months ended September 30, 2023.

Restructuring and Other. Restructuring and other increased $2.3 million in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and includes restructuring and severance costs and certain transaction and other costs, when applicable. Restructuring and other costs were as follows for the three months ended September 30, 2024 and 2023 (see Note 15 to our unaudited condensed consolidated financial statements):

	Three Months Ended				Change
	2024		2023		Amount		Percent
	(Amounts in millions)
Restructuring and other:
Other impairments(1)	$	0.5	$	—	$	0.5		n/a
Severance(2)		1.1		1.0		0.1		10.0	%
Transaction and other costs(3)		5.6		3.9		1.7		43.6	%
	$	7.2	$	4.9	$	2.3		46.9	%

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(1) Amounts in the three months ended September 30, 2024 include impairments of certain operating lease right-of-use and leasehold improvement assets related to the Television Production segment associated with facility leases that will no longer be utilized by the Company.

(2) Severance costs were primarily related to restructuring, acquisition integration activities and other cost-saving initiatives.

(3) Transaction and other costs in the three months ended September 30, 2024 and 2023 reflect transaction, integration and legal costs associated with certain strategic transactions, and restructuring activities and also include costs and benefits associated with legal and other matters.

Interest Expense. Interest expense of $63.0 million in the three months ended September 30, 2024 increased $11.3 million from the three months ended September 30, 2023 due to higher average interest rates and balances on variable rate corporate debt and film related obligations, partially offset by a slightly larger benefit from the interest rate swaps. The following table sets forth the components of interest expense for the three months ended September 30, 2024 and 2023:

	Three Months Ended September 30,
	2024		2023
	(Amounts in millions)
Interest Expense
Cash Based:
Revolving credit facility(1)	$	17.5	$	8.3
Term loans(1)		18.0		23.5
IP credit facilities(2)		6.0		—
Other(3)		12.7		13.0
		54.2		44.8
Amortization of debt issuance costs and other non-cash interest(4)		8.8		6.9
Total interest expense	$	63.0	$	51.7

(1) Prior to the Separation, amounts reflect interest attributable to borrowings outstanding under Lionsgate’s Credit Agreement (including the revolving credit facility, term loan A and term loan B). Subsequent to the Separation, amounts reflect interest attributable to borrowings outstanding under the Company’s Intercompany Note with LGCH (see Note 7).

(2) IP credit facilities interest expense includes interest expense associated with the eOne IP Credit Facility and LG IP Credit Facility.

(3) Other interest expense includes payments associated with certain film related obligations (Production Tax Credit Facility, Film Library Facility, Backlog Facility and other, see Note 8 to our unaudited condensed consolidated financial statements), and payments and receipts associated with the Company’s interest rate swaps (see Note 18 to our unaudited condensed consolidated financial statements).

(4) Amounts include the amortization of unrealized losses in accumulated other comprehensive income (loss) related to de-designated interest rate swaps which are being amortized to interest expense (see Note 18 to our unaudited condensed consolidated financial statements).

Interest and Other Income. Interest and other income of $3.3 million for the three months ended September 30, 2024 increased as compared to interest and other income of $2.9 million for the three months ended September 30, 2023 due to higher interest income.

Other Expense. Other expense of $13.8 million for the three months ended September 30, 2024 increased as compared to other expense of $10.0 million for the three months ended September 30, 2023. The increase is primarily due to realized and unrealized foreign currency losses in the three months ended September 30, 2024, offset by a decrease in the loss recorded related to our monetization of accounts receivable programs in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 (see Note 19 to our unaudited condensed consolidated financial statements).

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Loss on Extinguishment of Debt. Loss on extinguishment of debt of $0.5 million in the three months ended September 30, 2024 related to the write-off of debt issuance costs associated with the voluntary prepayment of $355.1 million principal amount of the LGTV Term Loan B. There was no comparable loss on extinguishment of debt in the three months ended September 30, 2023. See Note 7 to our unaudited condensed consolidated financial statements.

Loss on Investments, net. Loss on investments, net was nil for the three months ended September 30, 2024, as compared to $1.6 million for the three months ended September 30, 2023.

Equity Interests Income (Loss). Equity interests loss of $0.1 million in the three months ended September 30, 2024 compared to equity interests income of $1.8 million in the three months ended September 30, 2023 due to lower income generated by our equity method investees.

Income Tax Provision. The Company had an income tax provision of $5.1 million and an effective tax rate of (4.7)% in the three months ended September 30, 2024, compared to an income tax provision and effective tax rate of $3.9 million and 22.4%, respectively, for the three months ended September 30, 2023. Our income tax expense and effective income tax rates for the three months ended September 30, 2024 and 2023 differed from the U.S. federal statutory corporate income tax rate of 21% multiplied by income (loss) before taxes due to the mix of our earnings across the various jurisdictions in which our operations are conducted, changes in valuation allowances against our deferred tax assets, certain minimum income and foreign withholding taxes, charges for interest on uncertain tax benefits, and benefits from the releases of reserves for uncertain tax benefits due to the close of audits or expirations of statutes of limitations.

Net Income (Loss) Attributable to Lionsgate Studios Corp. Shareholders. Net loss attributable to our shareholders for the three months ended September 30, 2024 was $113.4 million, or basic and diluted net loss per common share of $0.39 on 288.7 million weighted average common shares outstanding. This compares to net income attributable to our shareholders for the three months ended September 30, 2023 of $15.2 million, or basic and diluted net income per common share of $0.06 on 253.4 million weighted average common shares outstanding.

Segment Results of Operations and Non-GAAP Measures

The Company’s primary measure of segment performance is segment profit. Segment profit is defined as segment revenues, less segment direct operating and segment distribution and marketing expense, less segment general and administration expenses. Total segment profit represents the sum of segment profit for our individual segments, net of eliminations for intersegment transactions. Segment profit and total segment profit excludes, when applicable, corporate general and administrative expense, restructuring and other costs, share-based compensation, certain programming and content charges as a result of changes in management and/or programming and content strategy, certain charges related to the COVID-19 global pandemic, and purchase accounting and related adjustments. Segment profit when presented in accordance with ASC 280 within the notes to the consolidated financial statements is a GAAP financial measure and is disclosed in Note 16 to our unaudited condensed consolidated financial statements.

We also present below our total segment profit for all of our segments. Total segment profit, when presented outside of the segment information and reconciliations included in Note 16 to our unaudited condensed consolidated financial statements, is considered a non-GAAP financial measure, and should be considered in addition to, not as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. We use this non-GAAP measure, among other measures, to evaluate the aggregate operating performance of our business.

The Company believes the presentation of total segment profit is relevant and useful for investors because it allows investors to view total segment performance in a manner similar to the primary method used by the

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Company’s management and enables them to understand the fundamental performance of the Company’s businesses before non-operating items. Total segment profit is considered an important measure of the Company’s performance because it reflects the aggregate profit contribution from the Company’s segments and represents a measure, consistent with our segment profit, that eliminates amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of the Company’s businesses, are infrequent in occurrence, and in some cases are non-cash expenses. Not all companies calculate segment profit or total segment profit in the same manner, and segment profit and total segment profit as defined by the Company may not be comparable to similarly titled measures presented by other companies due to differences in the methods of calculation and excluded items.

The following table reconciles the GAAP measure, operating income (loss), to the non-GAAP measure, total segment profit, for the three months ended September 30, 2024 and 2023. In addition, each of segment direct operating expense, distribution and marketing expense and general and administrative expense is reconciled to the respective line items presented in the GAAP-based statement of operations in the preceding section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations which discusses consolidated results of operations.

	Three Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Operating income (loss)	$	(34.8	)	$	76.0		$	(110.8	)		(145.8	)%
Corporate general and administrative expense allocations from Lionsgate, excluding allocation of share-based compensation expense		28.1			26.5			1.6			6.0	%
Adjusted depreciation and amortization		3.2			2.4			0.8			33.3	%
Restructuring and other		7.2			4.9			2.3			46.9	%
COVID-19 related charges (benefit)		—			(0.5	)		0.5			(100.0	)%
Content charges		—			0.4			(0.4	)		(100.0	)%
Unallocated rent cost included in direct operating expense		5.2			—			5.2			n/a
Adjusted share-based compensation expense		15.3			17.4			(2.1	)		(12.1	)%
Purchase accounting and related adjustments		2.8			3.6			(0.8	)		(22.2	)%
Total segment profit	$	27.0		$	130.7		$	(103.7	)		(79.3	)%

nm - Percentage not meaningful.

See Note 16 to our unaudited condensed consolidated financial statements for further information on the reconciling line items above, and for reconciliations of depreciation and amortization and share-based compensation expense as presented on our unaudited condensed consolidated statements of operations to adjusted depreciation and amortization and adjusted share-based compensation expense, respectively, as presented in the line items above.

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The table below sets forth the revenues and segment profit by segment:

	Three Months Ended September 30,				Change
	2024		2023		Amount			Percent
	(Amounts in millions)
Revenue
Motion Picture	$	407.1	$	395.9	$	11.2			2.8	%
Television Production		416.6		393.9		22.7			5.8	%
	$	823.7	$	789.8	$	33.9			4.3	%
Segment Profit
Motion Picture	$	2.6	$	67.5	$	(64.9	)		(96.1	)%
Television Production		24.4		63.2		(38.8	)		(61.4	)%
Total Segment Profit	$	27.0	$	130.7	$	(103.7	)		(79.3	)%

See the following discussion for further detail of our individual segments.

Motion Picture

The table below sets forth Motion Picture gross contribution and segment profit for the three months ended September 30, 2024 and 2023:

	Three Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Motion Picture Segment:
Revenue	$	407.1		$	395.9		$	11.2			2.8	%
Expenses:
Direct operating expense		255.7			202.7			53.0			26.1	%
Distribution & marketing expense		126.0			99.0			27.0			27.3	%
Gross contribution		25.4			94.2			(68.8	)		(73.0	)%
General and administrative expenses		22.8			26.7			(3.9	)		(14.6	)%
Segment profit	$	2.6		$	67.5		$	(64.9	)		(96.1	)%
U.S. theatrical P&A and Premium VOD expense included in distribution and marketing expense	$	90.7		$	65.5		$	25.2			38.5	%
Direct operating expense as a percentage of revenue		62.8	%		51.2	%
Gross contribution as a percentage of revenue		6.2	%		23.8	%

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Revenue. The table below sets forth Motion Picture revenue by media and product category for the three months ended September 30, 2024 and 2023. Motion Picture revenues for the three months ended September 30, 2024 included approximately $15.6 million of revenues from eOne.

	Three Months Ended September 30,
	2024						2023						Total Increase (Decrease)
	Lionsgate Original Releases(1)		Other Film(2)		Total		Lionsgate Original Releases(1)		Other Film(2)		Total
					(Amounts in millions)
Motion Picture Revenue
Theatrical	$	18.1	$	2.0	$	20.1	$	27.1	$	1.1	$	28.2	$	(8.1	)
Home Entertainment
Digital Media		72.1		42.4		114.5		115.1		50.6		165.7		(51.2	)
Packaged Media		6.3		6.2		12.5		11.7		4.4		16.1		(3.6	)
Total Home Entertainment		78.4		48.6		127.0		126.8		55.0		181.8		(54.8	)
Television		98.4		10.3		108.7		92.0		8.8		100.8		7.9
International		129.2		18.8		148.0		65.7		14.0		79.7		68.3
Other		2.5		0.8		3.3		2.5		2.9		5.4		(2.1	)
	$	326.6	$	80.5	$	407.1	$	314.1	$	81.8	$	395.9	$	11.2

(1) Lionsgate Original Releases: Includes titles originally planned for a wide theatrical release by Lionsgate, including titles that have changed from a planned wide theatrical release to an initial direct-to-streaming release. These releases include films developed and produced in-house, films co-developed and co-produced and films acquired or licensed from third parties. In addition, Lionsgate Original Releases also includes multi-platform and direct-to-platform motion pictures originally released or licensed by Lionsgate, and the licensing of our original release motion picture content to other ancillary markets (location-based entertainment, games, etc.).

(2) Other Film: Includes acquired and licensed brands and libraries originally released by other parties such as third-party library product, including our titles released by acquired companies prior to our acquisition of the company (i.e., Summit Entertainment library), and titles released with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.

Theatrical revenue decreased $8.1 million in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 due to a decrease of $9.0 million from Lionsgate Original Releases due to greater revenue generated from the fiscal 2024 theatrical slate titles in the prior year as compared to the fiscal 2025 theatrical slate titles in the current year.

Home entertainment revenue decreased $54.8 million, or 30.1%, in the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due to lower digital media revenue of $51.2 million primarily due to decreases from Lionsgate Original Releases. Digital media revenue from Lionsgate Original Releases declined $43.0 million due to digital media revenue in the prior year’s quarter from our fiscal 2023 and prior theatrical slate titles, and in particular, John Wick: Chapter 4 and Jesus Revolution, which compared to lower revenue in the current quarter from our fiscal 2024 and prior theatrical slate titles. The decrease in digital media revenue was also due to a decrease from Other Film of $8.2 million from our acquired library titles.

Television revenue increased $7.9 million, or 7.8%, in the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due to an increase from Lionsgate Original Releases of $6.4 million due to a greater number of television windows opening in the current quarter for our theatrical slate titles.

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International revenue increased $68.3 million, or 85.7% in the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due to an increase from Lionsgate Original Releases of $63.5 million driven by higher revenue generated from our fiscal 2025 theatrical slate, and in particular, Borderlands, as compared to our fiscal 2024 theatrical slate, and increased revenue from multi-platform releases, and in particular, The Killer’s Game. In addition, the increase in international revenue was also due to an increase from Other Film of $4.8 million from our acquired library titles.

Direct Operating Expense. The increase in direct operating expenses is due to greater direct operating expenses as a percentage of motion picture revenue as compared to the prior year’s quarter, driven by the change in the mix of titles and product categories generating revenue. In particular, the increase was driven by the performance and cost of the titles released in the quarter, including Borderlands, which had a higher amortization rate as compared to the titles released in the prior year’s quarter. Investment in film write-downs included in Motion Picture segment direct operating expense were $18.3 million in the three months ended September 30, 2024, compared to approximately $26.8 million in the three months ended September 30, 2023.

Distribution and Marketing Expense. The increase in distribution and marketing expense in the three months ended September 30, 2024 is due to higher theatrical P&A and Premium VOD expense due to higher expense associated with the theatrical slate releases in the current quarter. In the three months ended September 30, 2024, approximately $15.4 million of theatrical P&A and Premium VOD expense was incurred in advance for films to be released in subsequent quarters, compared to approximately $15.2 million in the prior year’s quarter in the Motion Picture segment.

Gross Contribution. Gross contribution of the Motion Picture segment for the three months ended September 30, 2024 decreased as compared to the three months ended September 30, 2023, due to the negative contribution of the theatrical slate titles released in the quarter, including Borderlands, as a result of higher direct operating expense as a percentage of revenue, and higher theatrical P&A and Premium VOD expense. These decreases in gross contribution were partially offset by increased Motion Picture revenue.

General and Administrative Expense. General and administrative expenses of the Motion Picture segment decreased $3.9 million, or 14.6%, primarily due to a decrease in incentive-based compensation.

Television Production

The table below sets forth Television Production gross contribution and segment profit for the three months ended September 30, 2024 and 2023:

	Three Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Television Production Segment:
Revenue	$	416.6		$	393.9		$	22.7			5.8	%
Expenses:
Direct operating expense		367.2			307.9			59.3			19.3	%
Distribution & marketing expense		8.0			8.5			(0.5	)		(5.9	)%
Gross contribution		41.4			77.5			(36.1	)		(46.6	)%
General and administrative expenses		17.0			14.3			2.7			18.9	%
Segment profit	$	24.4		$	63.2		$	(38.8	)		(61.4	)%
Direct operating expense as a percentage of revenue		88.1	%		78.2	%
Gross contribution as a percentage of revenue		9.9	%		19.7	%

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Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the three months ended September 30, 2024 and 2023. Television Production revenues for the three months ended September 30, 2024 included approximately $111.1 million of revenues from eOne.

	Three Months Ended September 30,				Change
	2024		2023		Amount			Percent
	(Amounts in millions)
Television Production Revenue:
Television	$	313.1	$	221.8	$	91.3			41.2	%
International		49.7		73.6		(23.9	)		(32.5	)%
Home Entertainment
Digital		34.3		84.2		(49.9	)		(59.3	)%
Packaged Media		0.5		0.3		0.2			66.7	%
Total Home Entertainment		34.8		84.5		(49.7	)		(58.8	)%
Other		19.0		14.0		5.0			35.7	%
	$	416.6	$	393.9	$	22.7			5.8	%

The primary component of Television Production revenue is domestic television revenue. Domestic television revenue increased in the three months ended September 30, 2024 due to an increase of approximately $91.3 million for revenues from eOne in the current quarter, and an increase of $27.1 million from the licensing of Starz original series to Starz Networks, partially offset by a decrease from reality television programs and other third-party domestic television revenue.

International revenue in the three months ended September 30, 2024 decreased $23.9 million, or 32.5% as compared to the three months ended September 30, 2023 due to a decrease of $15.0 million from revenues from the licensing of Starz original series to Starz Networks, and lower third-party revenue of approximately $10.2 million.

Home entertainment revenue in the three months ended September 30, 2024 decreased $49.7 million due to decreased third-party digital media revenues, and in particular, digital media revenue in the prior year’s quarter for The Continental, partially offset by increased revenue from the licensing of Starz original series to Starz Networks.

Other revenue increased $5.0 million in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and primarily reflects revenue of 3 Arts Entertainment, which is generated from commissions and executive producer fees earned related to talent management.

Direct Operating Expense. Direct operating expense of the Television Production segment in the three months ended September 30, 2024 increased $59.3 million, or 19.3%, due to the increase in Television Production revenues. Direct operating expenses as a percentage of television production revenue increased primarily due to the mix of titles generating revenue in the current quarter as compared to the prior year’s quarter, and in particular, the prior year’s quarter included significant revenue from The Continental, which has a lower amortization rate as compared to the current quarter.

Gross Contribution. Gross contribution of the Television Production segment for the three months ended September 30, 2024 decreased as compared to the three months ended September 30, 2023, due to lower television production revenue and higher direct operating expenses as a percentage of television production revenue.

General and Administrative Expense. General and administrative expenses of the Television Production segment increased $2.7 million, or 18.9%. Television Production general and administrative expenses for the three months ended September 30, 2024 included $5.0 million from eOne.

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Six Months Ended September 30, 2024 Compared to Six Months Ended September 30, 2023

Consolidated Results of Operations

The following table sets forth our consolidated results of operations for the six months ended September 30, 2024 and 2023. Due to the acquisition of eOne, the six months ended September 30, 2024 includes the results of operations of eOne (acquired December 27, 2023), see Note 3 to our unaudited condensed consolidated financial statements for further details.

	Six Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Revenues
Studio Business
Motion Picture(1)	$	754.0		$	802.5		$	(48.5	)		(6.0	)%
Television Production(2)		658.0			612.4			45.6			7.4	%
Total revenues		1,412.0			1,414.9			(2.9	)		(0.2	)%
Expenses:
Direct operating		983.8			872.5			111.3			12.8	%
Distribution and marketing		226.6			236.9			(10.3	)		(4.3	)%
General and administration		177.0			175.5			1.5			0.9	%
Depreciation and amortization		8.8			8.0			0.8			10.0	%
Restructuring and other		34.9			9.0			25.9			287.8	%
Total expenses		1,431.1			1,301.9			129.2			9.9	%
Operating income (loss)		(19.1	)		113.0			(132.1	)		(116.9	)%
Interest expense		(121.6	)		(101.6	)		(20.0	)		19.7	%
Interest and other income		8.4			5.1			3.3			64.7	%
Other expense		(15.2	)		(13.7	)		(1.5	)		10.9	%
Loss on extinguishment of debt		(1.5	)		—			(1.5	)		n/a
Loss on investments, net		—			(1.7	)		1.7			(100.0	)%
Equity interests income		0.8			1.5			(0.7	)		nm
Income (loss) before income taxes		(148.2	)		2.6			(150.8	)		nm
Income tax provision		(10.1	)		(10.4	)		0.3			(2.9	)%
Net loss		(158.3	)		(7.8	)		(150.5	)		nm
Less: Net loss attributable to noncontrolling interests		1.5			2.5			(1.0	)		(40.0	)%
Net loss attributable to Lionsgate Studios Corp. shareholders	$	(156.8	)	$	(5.3	)	$	(151.5	)		nm

nm - Percentage not meaningful.

(1) Motion Picture revenues for the six months ended September 30, 2024 and 2023, includes $136.3 million and $77.1 million, respectively, of revenues from licensing Motion Picture segment product to the Starz Business.

(2) Television Production revenues for the six months ended September 30, 2024 and 2023, includes $189.4 million and $211.3 million, respectively, of revenues from licensing Television Production segment product to the Starz Business.

Revenues. Consolidated revenues decreased $2.9 million in the six months ended September 30, 2024 reflecting decreased revenue in the Motion Picture segment, offset by increased revenue in the Television Production segment.

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Motion Picture revenue decreased $48.5 million due to lower home entertainment and theatrical revenue, primarily due to revenue in the prior year’s period from John Wick: Chapter 4, partially offset by increased international and television revenue. Motion Picture revenues for the six months ended September 30, 2024 included approximately $40.4 million of revenues from eOne Motion Picture revenue included $136.3 million of revenue from licensing Motion Picture segment product to the Starz Business, representing an increase of $59.2 million from the six months ended September 30, 2023.

Television Production revenue increased $45.6 million due to the inclusion of revenue from eOne of $187.9 million, offset by lower home entertainment digital and international revenue. Television Production revenue included $189.4 million of revenue from licensing Television Production segment product to the Starz Business, representing a decrease of $21.9 million from the six months ended September 30, 2023.

See further discussion in the “Segment Results of Operations” section below.

Direct Operating Expenses. Direct operating expenses by segment were as follows for the six months ended September 30, 2024 and 2023:

	Six Months Ended September 30,
	2024					2023					Change
	Amount		% of Segment Revenues			Amount		% of Segment Revenues			Amount		Percent
			(Amounts in millions)
Direct operating expenses
Motion Picture	$	405.9		53.8	%	$	389.3		48.5	%	$	16.6		4.3	%
Television Production		569.5		86.6	%		482.8		78.8	%		86.7		18.0	%
Other		8.4		nm			0.4		nm			8.0		nm
	$	983.8		69.7	%	$	872.5		61.7	%	$	111.3		12.8	%

nm - Percentage not meaningful.

Direct operating expenses increased in the six months ended September 30, 2024, due to higher direct operating expenses of the Television Production segment due to increased revenues from Television Production and higher direct operating expenses as a percentage of revenue of the Motion Picture segment driven by the performance and costs of the titles released in the quarter, in particular, Borderlands, which resulted in higher direct operating cost in relation to revenue. See further discussion in the “Segment Results of Operations” section below.

Other. Other direct operating expense in the six months ended September 30, 2024 includes rent cost for production facilities that were unutilized as a result of the industry strikes amounting to $10.5 million, which was not allocated to the segments, and is included in direct operating expense. In addition, other direct operating expense in the six months ended September 30, 2024 and 2023 includes COVID related charges, if any, net of insurance recoveries.

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Distribution and Marketing Expenses. Distribution and marketing expenses by segment were as follows for the six months ended September 30, 2024 and 2023:

	Six Months Ended September 30,
	2024		2023		Amount			Percent
	(Amounts in millions)
Distribution and marketing expenses
Motion Picture	$	208.1	$	220.3	$	(12.2	)		(5.5	)%
Television Production		18.5		16.6		1.9			11.4	%
	$	226.6	$	236.9	$	(10.3	)		(4.3	)%
U.S. theatrical P&A and Premium VOD expense included in Motion Picture distribution and marketing expense	$	142.0	$	149.9	$	(7.9	)		(5.3	)%

Distribution and marketing expenses decreased in the six months ended September 30, 2024 and primarily reflects lower Motion Picture theatrical P&A and Premium VOD expense associated with the theatrical slate releases in the current period. See further discussion in the “Segment Results of Operations” section below.

General and Administrative Expenses. General and administrative expenses by segment were as follows for the six months ended September 30, 2024 and 2023:

	Six Months Ended September 30,										Change
	2024		% of Revenues			2023		% of Revenues			Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Picture	$	51.3				$	56.1				$	(4.8	)		(8.6	)%
Television Production		34.8					27.0					7.8			28.9	%
Corporate allocations from Lionsgate, excluding allocation of share-based compensation expense		59.2					51.0					8.2			16.1	%
Share-based compensation expense		27.9					29.0					(1.1	)		(3.8	)%
Purchase accounting and related adjustments		3.8					12.4					(8.6	)		(69.4	)%
Total general and administrative expenses	$	177.0		12.5	%	$	175.5		12.4	%	$	1.5			0.9	%

General and administrative expenses increased in the six months ended September 30, 2024, resulting from increased Television Production and corporate general and administrative expenses, partially offset by decreased purchase accounting and related adjustments, Motion Picture general and administrative expenses and share-based compensation expense. Studio Business general and administrative expenses for the six months ended September 30, 2024 included approximately $13.0 million from eOne. See further discussion in the “Segment Results of Operations” section below.

As discussed in “Components of Results of Operations”, following the Separation, the Shared Services Agreement facilitates the allocation of substantially all corporate general and administrative expenses to the Company. For periods prior to the Separation, the Company has been allocated a portion of Lionsgate’s total corporate expenses which are included in general and administrative expenses. Corporate general and administrative expenses increased approximately $8.2 million, or 16.1%, primarily due to approximately $6.0 million of corporate general and administrative expenses from eOne.

Certain of our employees participate in the share-based compensation plans sponsored by Lionsgate. For periods prior to the Separation, Lionsgate share-based compensation awards granted to employees of the

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Company were reflected in parent net investment within the unaudited condensed consolidated statements of equity (deficit) at the time they are expensed in the unaudited condensed consolidated statements of operations. The following table presents share-based compensation expense by financial statement line item:

	Six Months Ended September 30,
	2024		2023
	(Amounts in millions)
Share-based compensation is comprised of:
Studio employee share-based compensation expense	$	17.0	$	21.4
Allocation of Lionsgate corporate and shared employee share-based compensation expense		10.9		7.6
Total share-based compensation included in general and administrative expense		27.9		29.0
Restructuring and other(1)		4.6		0.5
Total share-based compensation expense	$	32.5	$	29.5

(1) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.

Purchase accounting and related adjustments include the expense associated with the noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment, and the non-cash charge for the amortization of the recoupable portion of the purchase price related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The noncontrolling equity interests in the distributable earnings of 3 Arts Entertainment are reflected as an expense rather than noncontrolling interest in the unaudited condensed consolidated statement of operations due to the relationship to continued employment. Purchase accounting and related adjustments decreased $8.6 million, or 69.4%, primarily due to lower noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment of $7.1 million associated with a lower noncontrolling interest ownership percentage as a result of our acquisition of an additional interest in 3 Arts Entertainment (see Note 10 to our unaudited condensed consolidated financial statements). In addition, purchase accounting and related adjustments decreased due to lower amortization of the recoupable portion of the purchase price of 3 Arts Entertainment of $1.3 million, due to the amortization period ending in May 2023.

Depreciation and Amortization Expense. Depreciation and amortization of $8.8 million for the six months ended September 30, 2024 increased $0.8 million from $8.0 million in the six months ended September 30, 2023.

Restructuring and Other. Restructuring and other increased $25.9 million in the six months ended September 30, 2024 as compared to the six months ended September 30, 2023, and includes restructuring and severance costs and certain transaction and other costs, when applicable. Restructuring and other costs were as follows for the six months ended September 30, 2024 and 2023 (see Note 15 to our unaudited condensed consolidated financial statements):

	Six Months Ended September 30,				Change
	2024		2023		Amount		Percent
	(Amounts in millions)
Restructuring and other:
Other impairments(1)	$	18.5	$	—	$	18.5		n/a
Severance(2)		4.1		3.5		0.6		17.1	%
Transaction and other costs(3)		12.3		5.5		6.8		123.6	%
	$	34.9	$	9.0	$	25.9		287.8	%

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nm - Percentage not meaningful.

(1) Amounts in the six months ended September 30, 2024 include impairments of certain operating lease right-of-use and leasehold improvement assets related to the Television Production segment associated with facility leases that will no longer be utilized by the Company primarily related to the integration of eOne.

(2) Severance costs were primarily related to restructuring, acquisition integration activities and other cost-saving initiatives.

(3) Transaction and other costs in the six months ended September 30, 2024 and 2023 reflect transaction, integration and legal costs associated with certain strategic transactions, and restructuring activities and also include costs and benefits associated with legal and other matters.

Interest Expense. Interest expense of $121.6 million in the six months ended September 30, 2024 increased $20.0 million from the six months ended September 30, 2023 due to higher average interest rates and balances on variable rate corporate debt and film-related obligations, partially offset by a slightly larger benefit from the interest rate swaps. The following table sets forth the components of interest expense for the six months ended September 30, 2024 and 2023:

	Six Months Ended September 30,
	2024		2023
	(Amounts in millions)
Interest Expense
Cash Based:
Revolving credit facility(1)	$	31.5	$	17.8
Term loans(1)		38.7		43.9
IP credit facilities(2)		6.0		—
Other(3)		28.7		27.0
		104.9		88.7
Amortization of debt issuance costs and other non-cash interest(4)		16.7		12.9
Total interest expense	$	121.6	$	101.6

(1) Prior to the Separation, amounts reflect interest attributable to borrowings outstanding under Lionsgate’s Credit Agreement (including the revolving credit facility, term loan A and term loan B). Subsequent to the Separation, amounts reflect interest attributable to borrowings outstanding under the Company’s Intercompany Note with LGCH (see Note 7).

(2) IP credit facilities interest expense includes interest expense associated with the eOne IP Credit Facility and LG IP Credit Facility.

(3) Other interest expense includes payments associated with certain film-related obligations (Production Tax Credit Facility, Film Library Facility, Backlog Facility and other, see Note 8 to our unaudited condensed consolidated financial statements), and payments and receipts associated with the Company’s interest rate swaps (see Note 18 to our unaudited condensed consolidated financial statements).

(4) Amounts include the amortization of unrealized losses in accumulated other comprehensive income (loss) related to de-designated interest rate swaps which are being amortized to interest expense (see Note 18 to our unaudited condensed consolidated financial statements).

Interest and Other Income. Interest and other income of $8.4 million for the six months ended September 30, 2024 increased as compared to interest and other income of $5.1 million for the six months ended September 30, 2023 due to higher interest income.

Other Expense. Other expense of $15.2 million for the six months ended September 30, 2024 increased as compared to other expense of $13.7 million for the six months ended September 30, 2023. The increase is

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primarily due to realized and unrealized foreign currency losses in the six months ended September 30, 2024, offset by a decrease in the loss recorded related to our monetization of accounts receivable programs in the six months ended September 30, 2024 as compared to the six months ended September 30, 2023 (see Note 19 to our unaudited condensed consolidated financial statements).

Loss on Extinguishment of Debt. Loss on extinguishment of debt of $1.5 million for the six months ended September 30, 2024 related to the write-off of debt issuance costs associated with the September 2024 voluntary prepayment of $355.1 million principal amount of the LGTV Term Loan B and the May 2024 voluntary prepayment of $84.9 million principal amount of the LGTV Term Loan A and $214.1 million of the LGTV Term Loan B. See Note 7 to our unaudited condensed consolidated financial statements.

There was no comparable loss on extinguishment of debt in the six months ended September 30, 2023.

Loss on Investments, net. Loss on investments, net was nil for the six months ended September 30, 2024 as compared to $1.7 million for the six months ended September 30, 2023.

Equity Interests Income. Equity interests income of $0.8 million in the six months ended September 30, 2024 compared to equity interests income of $1.5 million in the six months ended September 30, 2023 due to lower income generated by our equity method investees.

Income Tax Provision. The Company had an income tax provision of $10.1 million and an effective tax rate of (6.8)% in the six months ended September 30, 2024, compared to an income tax provision and effective tax rate of $10.4 million and 400.0%, respectively, for the six months ended September 30, 2023. Our income tax expense and effective income tax rates for the six months ended September 30, 2024 and 2023 differed from the U.S. federal statutory corporate income tax rate of 21% multiplied by income (loss) before taxes due to the mix of our earnings across the various jurisdictions in which our operations are conducted, changes in valuation allowances against our deferred tax assets, certain minimum income and foreign withholding taxes, charges for interest on uncertain tax benefits, and benefits from the releases of reserves for uncertain tax benefits due to the close of audits or expirations of statutes of limitations.

Net Loss Attributable to Lionsgate Studios Corp. Shareholders. Net loss attributable to our shareholders for the six months ended September 30, 2024 was $156.8 million, or basic and diluted net loss per common share of $0.56 on 280.6 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the six months ended September 30, 2023 of $5.3 million, or basic and diluted net loss per common share of $0.02 on 253.4 million weighted average common shares outstanding.

Segment Results of Operations and Non-GAAP Measures

See introduction to this section above under “Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023 Segment Results of Operations and Non-GAAP Measures” for further information regarding the Company’s segment profit disclosures and related non-GAAP measures.

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The following table reconciles the GAAP measure, operating income (loss), to the non-GAAP measure, total segment profit, for the six months ended September 30, 2024 and 2023. In addition, each of segment direct operating expense, distribution and marketing expense and general and administrative expense is reconciled to the respective line items presented in the GAAP-based statement of operations in the preceding section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which discusses consolidated results of operations.

	Six Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Operating income (loss)	$	(19.1	)	$	113.0		$	(132.1	)		(116.9	)%
Corporate general and administrative expense allocations from Lionsgate, excluding allocation of share-based compensation expense		59.2			51.0			8.2			16.1	%
Adjusted depreciation and amortization		6.7			5.2			1.5			28.8	%
Restructuring and other		34.9			9.0			25.9			287.8	%
COVID-19 related charges (benefit)		(2.1	)		(0.4	)		(1.7	)		nm
Content charges		—			0.8			(0.8	)		(100.0	)%
Unallocated rent cost included in direct operating expense		10.5			—			10.5			n/a
Adjusted share-based compensation expense		27.9			29.0			(1.1	)		(3.8	)%
Purchase accounting and related adjustments		5.9			15.2			(9.3	)		(61.2	)%
Total segment profit	$	123.9		$	222.8		$	(98.9	)		(44.4	)%

nm - Percentage not meaningful.

See Note 16 to our unaudited condensed consolidated financial statements for further information on the reconciling line items above, and for reconciliations of depreciation and amortization and share-based compensation expense as presented on our unaudited condensed consolidated statements of operations to adjusted depreciation and amortization and adjusted share-based compensation expense, respectively, as presented in the line items above.

The table below sets forth the revenues and segment profit by segment:

	Six Months Ended September 30,				Change
	2024		2023		Amount			Percent
	(Amounts in millions)
Revenue
Motion Picture	$	754.0	$	802.5	$	(48.5	)		(6.0	)%
Television Production		658.0		612.4		45.6			7.4	%
	$	1,412.0	$	1,414.9	$	(2.9	)		(0.2	)%
Segment Profit
Motion Picture	$	88.7	$	136.8	$	(48.1	)		(35.2	)%
Television Production		35.2		86.0		(50.8	)		(59.1	)%
Total Segment Profit	$	123.9	$	222.8	$	(98.9	)		(44.4	)%

See the following discussion for further detail of our individual segments.

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Motion Picture

The table below sets forth Motion Picture gross contribution and segment profit for the six months ended

September 30, 2024 and 2023:

	Six Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Motion Picture Segment:
Revenue	$	754.0		$	802.5		$	(48.5	)		(6.0	)%
Expenses:
Direct operating expense		405.9			389.3			16.6			4.3	%
Distribution & marketing expense		208.1			220.3			(12.2	)		(5.5	)%
Gross contribution		140.0			192.9			(52.9	)		(27.4	)%
General and administrative expenses		51.3			56.1			(4.8	)		(8.6	)%
Segment profit	$	88.7		$	136.8		$	(48.1	)		(35.2	)%
U.S. theatrical P&A and Premium VOD expense included in distribution and marketing expense	$	142.0		$	149.9		$	(7.9	)		(5.3	)%
Direct operating expense as a percentage of revenue		53.8	%		48.5	%
Gross contribution as a percentage of revenue		18.6	%		24.0	%

Revenue. The table below sets forth Motion Picture revenue by media and product category for the six months ended September 30, 2024 and 2023. Motion Picture revenues for the six months ended September 30, 2024 included approximately $40.4 million of revenues from eOne.

	Six Months Ended September 30,
	2024						2023
	Lionsgate Original Releases(1)		Other Film(2)		Total		Lionsgate Original Releases(1)		Other Film(2)		Total		Total Increase (Decrease)
	(Amounts in millions)
Motion Picture Revenue
Theatrical	$	53.5	$	2.6	$	56.1	$	92.3	$	1.8	$	94.1	$	(38.0	)
Home Entertainment
Digital Media		172.4		82.2		254.6		246.4		93.4		339.8		(85.2	)
Packaged Media		12.9		8.9		21.8		32.6		9.4		42.0		(20.2	)
Total Home Entertainment		185.3		91.1		276.4		279.0		102.8		381.8		(105.4	)
Television		180.7		16.0		196.7		134.3		15.0		149.3		47.4
International		176.9		39.1		216.0		139.8		20.9		160.7		55.3
Other		5.1		3.7		8.8		12.2		4.4		16.6		(7.8	)
	$	601.5	$	152.5	$	754.0	$	657.6	$	144.9	$	802.5	$	(48.5	)

(1) Lionsgate Original Releases: Includes titles originally planned for a wide theatrical release by Lionsgate, including titles that have changed from a planned wide theatrical release to an initial direct-to-streaming release. These releases include films developed and produced in-house, films co-developed and co-produced and films acquired or licensed from third parties. In addition, Lionsgate Original Releases also includes multi-platform and direct-to-platform motion pictures originally released or licensed by Lionsgate, and the licensing of our original release motion picture content to other ancillary markets (location-based entertainment, games, etc.).

(2) Other Film: Includes acquired and licensed brands and libraries originally released by other parties such as third-party library product, including our titles released by acquired companies prior to our acquisition of

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the company (i.e., Summit Entertainment library), and titles released with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.

Theatrical revenue decreased $38.0 million in the six months ended September 30, 2024 as compared to the six months ended September 30, 2023 due to a decrease of $38.8 million from Lionsgate Original Releases due to revenue in the prior year’s period from the fiscal 2023 theatrical slate release, John Wick: Chapter 4, partially offset by increased revenue from multi-platform releases in the current period, and in particular, The Strangers: Chapter 1.

Home entertainment revenue decreased $105.4 million, or 27.6%, in the six months ended September 30, 2024, as compared to the six months ended September 30, 2023, due to lower digital media revenue of $85.2 million primarily due to decreases from Lionsgate Original Releases. Digital media revenue from Lionsgate Original Releases declined $74.0 million due to revenue in the prior year’s period from our fiscal 2023 and prior theatrical slate titles, and in particular, John Wick: Chapter 4 and Jesus Revolution, which compared to lower revenue in the current period from our fiscal 2024 and prior theatrical slate titles. This decrease in digital media revenue was partially offset by increased digital media revenue in the current period from our fiscal 2025 theatrical slate title, The Ministry of Ungentlemanly Warfare. In addition, the decrease in home entertainment revenue was also due to lower packaged media revenue of $20.2 million primarily due to revenue in the prior year’s period for John Wick: Chapter 4.

Television revenue increased $47.4 million, or 31.7%, in the six months ended September 30, 2024, as compared to the six months ended September 30, 2023 due to an increase from Lionsgate Original Releases of $46.4 million due to a greater number of television windows opening in the current period for our theatrical slate titles, and higher revenue recognized for those titles, and in particular, The Hunger Games: The Ballad of Songbirds & Snakes.

International revenue increased $55.3 million, or 34.4% in the six months ended September 30, 2024, as compared to the six months ended September 30, 2023 due to an increase from Lionsgate Original Releases of $37.1 million driven by higher revenue generated from our fiscal 2025 theatrical slate, and in particular, Borderlands, as compared to our fiscal 2024 theatrical slate, and increased revenue from multi-platform releases, and in particular, The Killer’s Game, offset by revenue in the prior year’s period for John Wick: Chapter 4. In addition, the increase in international revenue was also due to an increase from Other Film of $18.2 million from our acquired library titles.

Direct Operating Expense. The increase in direct operating expenses is due to greater direct operating expenses as a percentage of motion picture revenue as compared to the prior year’s period, driven by the change in the mix of titles and product categories generating revenue. In particular, the increase was driven by the performance and cost of the titles released in the period, including Borderlands, which had a higher amortization rate as compared to the titles released in the prior year’s period. Investment in film write-downs included in Motion Picture segment direct operating expense were $18.5 million in the six months ended September 30, 2024, as compared to $27.0 million in the six months ended September 30, 2023.

Distribution and Marketing Expense. The decrease in distribution and marketing expense in the six months ended September 30, 2024 is due to lower theatrical P&A and Premium VOD expense associated with the theatrical slate releases in the current period. In the six months ended September 30, 2024 approximately $20.9 million of P&A and Premium VOD expense was incurred in advance for films to be released in subsequent quarters, compared to approximately $19.7 million in the six months ended September 30, 2023 in the Motion Picture segment.

Gross Contribution. Gross contribution of the Motion Picture segment for the six months ended September 30, 2024 decreased as compared to the six months ended September 30, 2023 due to the negative contribution of the theatrical slate titles released in the period, including Borderlands, as a result of higher direct

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operating expense as a percentage of revenue and lower Motion Picture revenue. These decreases in gross contribution were partially offset by lower Motion Picture distribution and marketing expense.

General and Administrative Expense. General and administrative expenses of the Motion Picture segment in the six months ended September 30, 2024 decreased $4.8 million, or 8.6%, primarily due to a decrease in incentive based compensation.

Television Production

The table below sets forth Television Production gross contribution and segment profit for the six months ended September 30, 2024 and 2023:

	Six Months Ended September 30,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Television Production Segment:
Revenue	$	658.0		$	612.4		$	45.6			7.4	%
Expenses:
Direct operating expense		569.5			482.8			86.7			18.0	%
Distribution & marketing expense		18.5			16.6			1.9			11.4	%
Gross contribution		70.0			113.0			(43.0	)		(38.1	)%
General and administrative expenses		34.8			27.0			7.8			28.9	%
Segment profit	$	35.2		$	86.0		$	(50.8	)		(59.1	)%
Direct operating expense as a percentage of revenue		86.6	%		78.8	%
Gross contribution as a percentage of revenue		10.6	%		18.5	%

Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the six months ended September 30, 2024 and 2023. Television Production revenues for the six months ended September 30, 2024 included approximately $187.9 million of revenues from eOne.

	Six Months Ended September 30,				Change
	2024		2023		Amount			Percent
	(Amounts in millions)
Television Production
Television	$	473.2	$	371.9	$	101.3			27.2	%
International		85.5		105.6		(20.1	)		(19.0	)%
Home Entertainment
Digital		53.2		96.0		(42.8	)		(44.6	)%
Packaged Media		1.3		0.7		0.6			85.7	%
Total Home Entertainment		54.5		96.7		(42.2	)		(43.6	)%
Other		44.8		38.2		6.6			17.3	%
	$	658.0	$	612.4	$	45.6			7.4	%

The primary component of Television Production revenue is domestic television revenue. Domestic television revenue increased in the six months ended September 30, 2024 due to an increase of approximately $157.6 million for revenues from eOne in the current period and a decrease from reality television programs and other third-party domestic television revenue.

International revenue in the six months ended September 30, 2024 decreased $20.1 million, or 19.0% as compared to the six months ended September 30, 2023 due to a decrease of $26.8 million from revenues from the licensing of Starz original series to Starz Networks, partially offset by increased third-party revenue.

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Home entertainment revenue in the six months ended September 30, 2024 decreased $42.2 million, or 43.6% as compared to the six months ended September 30, 2023 due to decreased digital media revenues, and in particular, digital media revenue in the prior year’s period for The Continental, partially offset by increased revenues from the licensing of Starz original series to Starz Networks.

Other revenue in the six months ended September 30, 2024 increased $6.6 million, or 17.3% from the six months ended September 30, 2023, and primarily reflects revenue of 3 Arts Entertainment, which is generated from commissions and executive producer fees earned related to talent management.

Direct Operating Expense. Direct operating expense of the Television Production segment in the six months ended September 30, 2024 increased $86.7 million, or 18.0%, due to the increase in Television Production revenues. Direct operating expenses as a percentage of television production revenue increased primarily due to the mix of titles generating revenue in the current period as compared to the prior year’s period, and in particular, the prior year’s period included significant revenue from The Continental which has a lower amortization rate as compared to the current period. There were no investment in film and television programs write-downs included in Television Production segment direct operating expense in the six months ended September 30, 2024, as compared to $5.4 million in the six months ended September 30, 2023.

Gross Contribution. Gross contribution of the Television Production segment for the six months ended September 30, 2024 decreased as compared to the six months ended September 30, 2023 due to higher direct operating expenses as a percentage of television production revenue, partially offset by increased television production revenue.

General and Administrative Expense. General and administrative expenses of the Television Production segment increased $7.8 million, or 28.9%. Television Production general and administrative expenses for the six months ended September 30, 2024 included $11.0 million from eOne.

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Fiscal 2024 Compared to Fiscal 2023

Combined Results of Operations

The following table sets forth our combined results of operations for the fiscal years ended March 31, 2024 and 2023. Due to the acquisition of eOne, fiscal 2024 includes the results of operations of eOne from the acquisition date of December 27, 2023, see Note 2 to our combined financial statements for further details.

	Year Ended March 31,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Revenues
LG Studios Business
Motion Picture (1)	$	1,656.3		$	1,323.7		$	332.6			25.1	%
Television Production (2)		1,330.1			1,760.1			(430.0	)		(24.4	)%
Total revenues		2,986.4			3,083.8			(97.4	)		(3.2	)%
Expenses:
Direct operating		1,886.7			2,207.9			(321.2	)		(14.5	)%
Distribution and marketing		462.3			304.2			158.1			52.0	%
General and administration		349.2			387.0			(37.8	)		(9.8	)%
Depreciation and amortization		15.6			17.9			(2.3	)		(12.8	)%
Restructuring and other		132.9			27.2			105.7			388.6	%
Total expenses		2,846.7			2,944.2			(97.5	)		(3.3	)%
Operating income		139.7			139.6			0.1			0.1	%
Interest expense		(222.5	)		(162.6	)		(59.9	)		36.8	%
Interest and other income		19.2			6.4			12.8			200.0	%
Other expense		(20.0	)		(21.2	)		1.2			(5.7	)%
Loss on extinguishment of debt		(1.3	)		(1.3	)		—			—	%
Gain on investments, net		3.5			44.0			(40.5	)		(92.0	)%
Equity interests income		8.7			0.5			8.2			nm
Income (loss) before income taxes		(72.7	)		5.4			(78.1	)		nm
Income tax provision		(34.2	)		(14.3	)		(19.9	)		139.2	%
Net loss		(106.9	)		(8.9	)		(98.0	)		nm
Less: Net loss attributable to noncontrolling interests		13.4			8.6			4.8			55.8	%
Net loss attributable to Parent	$	(93.5	)	$	(0.3	)	$	(93.2	)		nm

nm - Percentage not meaningful.

(1) Motion Picture revenues for the years ended March 31, 2024 and 2023, includes $128.2 million and $44.2 million, respectively, of revenues from licensing Motion Picture segment product to the Starz Business.

(2) Television Production revenues for the years ended March 31, 2024 and 2023, includes $417.7 million and $731.3 million, respectively, of revenues from licensing Television Production segment product to the Starz Business.

Revenues. Combined revenues decreased $97.4 million in fiscal 2024 reflecting increased revenue in the Motion Picture segment, offset by decreased revenue in the Television Production segment.

Motion Picture revenue increased $332.6 million in fiscal 2024 due to increased home entertainment revenue driven by John Wick: Chapter 4 and The Hunger Games: The Ballad of Songbirds & Snakes, increased theatrical and international revenue primarily from The Hunger Games: The Ballad of Songbirds & Snakes, and

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higher television and other revenue. Motion Picture revenues for fiscal 2024 included approximately $19.5 million of revenues from eOne from the acquisition date of December 27, 2023. Motion Picture revenue included $128.2 million of revenue from licensing Motion Picture segment product to the Starz Business, representing an increase of $84.0 million from fiscal 2023.

Television Production revenue decreased $430.0 million due to decreased domestic television revenue from lower licensing of Starz original series to the Starz Business, and lower domestic television revenue, and decreased international, other, and home entertainment revenue. Television Production revenues for fiscal 2024 included approximately $94.3 million of revenues from eOne from the acquisition date of December 27, 2023. Television Production revenue included $417.7 million of revenue from licensing Television Production segment product to the Starz Business, representing a decrease of $313.6 million from fiscal 2023.

See further discussion in the Segment Results of Operations section below.

Direct Operating Expenses. Direct operating expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2024 and 2023:

	Year Ended March 31,
	2024						2023						Change
	Amount			% of Segment Revenues			Amount			% of Segment Revenues			Amount			Percent
	(Amounts in millions)
Direct operating expenses
Motion Picture	$	796.0			48.1	%	$	666.5			50.4	%	$	129.5			19.4	%
Television Production		1,090.1			82.0	%		1,541.5			87.6	%		(451.4	)		(29.3	)%
COVID-19 related charges (benefit)		(0.9	)		nm			(8.9	)		nm			8.0			(89.9	)%
Other		1.5			nm			8.8			nm			(7.3	)		(83.0	)%
	$1,886.7			63.2%			$2,207.9			71.6%			$(321.2)			(14.5)%

nm - Percentage not meaningful.

Direct operating expenses decreased in fiscal 2024, due to lower direct operating expenses of the Television Production segment due to lower revenues from Television Production, partially offset by higher direct operating expenses of the Motion Picture segment due to higher Motion Picture revenues. See further discussion in the “Segment Results of Operations” section below.

COVID-19 Related Charges (Benefit). In fiscal 2024, direct operating expense included a benefit of $0.9 million, reflecting COVID related costs net of insurance recoveries of $1.0 million (fiscal 2023 - benefit of $8.9 million, net of insurance recoveries of $8.4 million). Direct operating expenses related to the COVID-19 global pandemic have been declining and are expected to continue to decline as the severity of the COVID-19 global pandemic continues to lessen.

Other. Other direct operating expense includes certain other development costs written off, and in fiscal 2023, other direct operating expenses also includes approximately $7.2 million in development costs written off in connection with certain management changes and changes in the theatrical marketplace in the Motion Picture segment, as a result of changes in strategy across its theatrical slate. These charges are excluded from segment operating results but included in direct operating expense in the combined statement of operations and reflected in the “other” line item above.

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Distribution and Marketing Expenses. Distribution and marketing expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2024 and 2023:

	Year Ended March 31,				Change
	2024		2023		Amount		Percent
	(Amounts in millions)
Distribution and marketing expenses
Motion Picture	$	427.0	$	270.9	$	156.1		57.6	%
Television Production		35.3		33.3		2.0		6.0	%
	$	462.3	$	304.2	$	158.1		52.0	%
U.S. theatrical P&A and Premium VOD expense included in Motion Picture distribution and marketing expense	$	277.7	$	149.8	$	127.9		85.4	%

Distribution and marketing expenses increased in fiscal 2024 primarily reflects greater Motion Picture theatrical P&A and Premium VOD expense associated with the theatrical slate releases in fiscal 2024. See further discussion in the “Segment Results of Operations” section below.

General and Administrative Expenses. General and administrative expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2024 and 2023:

	Year Ended March 31,										Change
	2024		% of Revenues			2023		% of Revenues			Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Picture	$	113.9				$	109.8				$	4.1			3.7	%
Television Production		57.9					51.9					6.0			11.6	%
Corporate allocations from Lionsgate, excluding allocation of share-based compensation expense		110.6					100.9					9.7			9.6	%
Share-based compensation expense		54.8					69.2					(14.4	)		(20.8	)%
Purchase accounting and related adjustments		12.0					55.2					(43.2	)		(78.3	)%
Total general and administrative expenses	$	349.2		11.7	%	$	387.0		12.5	%	$	(37.8	)		(9.8	)%

General and administrative expenses decreased in fiscal 2024, resulting from decreased purchase accounting and related adjustments and share-based compensation expense, partially offset by increased Television Production, Corporate and Motion Picture general and administrative expenses. LG Studios Business general and administrative expenses for fiscal 2024 included approximately $7.5 million from eOne from the acquisition date of December 27, 2023. See further discussion in the “Segment Results of Operations” section below.

As discussed in “Components of Results of Operations”, for purposes of preparing the combined financial statements on a carve-out basis, the Company has been allocated a portion of Lionsgate’s total corporate expenses which are included in general and administrative expenses. Corporate general and administrative expenses increased approximately $9.7 million, or 9.6%, primarily due to an increase in incentive based compensation and approximately $4.0 million allocated corporate general and administrative expenses from eOne from the acquisition date of December 27, 2023. Allocations of expenses from Lionsgate are not necessarily indicative of future expenses and do not necessarily reflect results that would have been achieved as an independent, publicly traded company for the periods presented.

Certain of our employees participate in the share-based compensation plans sponsored by Lionsgate. The decrease in share-based compensation expense included in general and administrative expense in fiscal 2024, as

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compared to fiscal 2023 is primarily due to a decrease in the number of share-based payment awards incurring expense in fiscal 2024 as compared to fiscal 2023 and a decrease in the allocation of Lionsgate corporate and shared employee share-based compensation expense. The following table presents share-based compensation expense by financial statement line item:

	Year Ended March 31,
	2024		2023
	(Amounts in millions)
Share-based compensation is comprised of:
Studio employee share-based compensation expense	$	39.8	$	42.5
Allocation of Lionsgate corporate and shared employee share-based compensation expense		15.0		26.7
Total share-based compensation included in general and administrative expense		54.8		69.2
Restructuring and other(1)		7.7		4.2
Total share-based compensation expense	$	62.5	$	73.4

(1) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.

Purchase accounting and related adjustments include the expense associated with the noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment, and the non-cash charges for the accretion of the noncontrolling interest discount and the amortization of the recoupable portion of the purchase price related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The noncontrolling equity interests in the distributable earnings of 3 Arts Entertainment are reflected as an expense rather than noncontrolling interest in the combined statement of operations due to the relationship to continued employment. Purchase accounting and related adjustments decreased $43.2 million, or 78.3%, primarily due to lower noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment of $23.5 million associated with decreased earnings of 3 Arts Entertainment in fiscal 2024 due to production delays as a result of the industry strikes, and a lower noncontrolling interest ownership percentage a result of our acquisition of an additional interest in 3 Arts Entertainment (see Note 11 to our combined financial statements). In addition, purchase accounting and related adjustments decreased due to lower noncontrolling interest discount amortization of $13.2 million, and decreased amortization of the recoupable portion of the purchase price of 3 Arts Entertainment of $6.4 million, due to the amortization periods ending in November 2022 and May 2023, respectively.

Depreciation and Amortization Expense. Depreciation and amortization of $15.6 million for fiscal 2024 was comparable to depreciation and amortization of $17.9 million in fiscal 2023.

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Restructuring and Other. Restructuring and other increased $105.7 million in fiscal 2024 as compared to fiscal 2023, and includes restructuring and severance costs, certain transaction and other costs, and certain unusual items, when applicable. Restructuring and other costs were as follows for the fiscal years ended March 31, 2024 and 2023 (see Note 15 to our audited combined financial statements):

	Year Ended March 31,				Change
	2024		2023		Amount			Percent
	(Amounts in millions)
Restructuring and other:
Content and other impairments(1)	$	12.8	$	5.9	$	6.9			116.9	%
Severance(2)
Cash		27.5		10.8		16.7			154.6	%
Accelerated vesting on equity awards (see Note 13 to our audited combined financial statements)		7.7		4.2		3.5			83.3	%
Total severance costs		35.2		15.0		20.2			134.7	%
COVID-19 related charges		—		0.1		(0.1	)		(100.0	)%
Transaction and other costs(3)		84.9		6.2		78.7			nm
	$	132.9	$	27.2	$	105.7			nm

nm - Percentage not meaningful.

(1) Amounts in the fiscal year ended March 31, 2024 represent development costs written off in connection with changes in strategy in the Television Production segment as a result of the acquisition of eOne. Amounts in the fiscal year ended March 31, 2023 include an impairment of an operating lease right-of-use asset related to the LG Studios Business and corporate facilities amounting to $5.8 million associated with a portion of a facility lease that will no longer be utilized by the Company.

(2) Severance costs were primarily related to restructuring activities and other cost-saving initiatives. In the fiscal year ended March 31, 2024, amounts were due to restructuring activities including integration of the acquisition of eOne and our Motion Picture and Television Production segments.

(3) Amounts in the fiscal years ended March 31, 2024 and 2023 reflect transaction, integration and legal costs associated with certain strategic transactions, and restructuring activities and also include costs and benefits associated with legal and other matters. In fiscal 2024, these amounts include $49.2 million associated with the acquisition of additional interest in 3 Arts Entertainment. Due to the new arrangement representing a modification of terms of the compensation element under the previous arrangement which resulted in the reclassification of the equity award to a liability award, the Company recognized incremental compensation expense of $49.2 million, representing the excess of the fair value of the modified award over amounts previously expensed. See Note 11 to our combined financial statements for further information. In addition, transaction and other costs in fiscal 2024 includes approximately $16.6 million of a loss associated with a theft at a production of a 51% owned consolidated entity. The Company expects to recover a portion of this amount under its insurance coverage and from the noncontrolling interest holders of this entity. The remaining amounts in fiscal 2024 primarily represent acquisition and integration costs related to the acquisition of eOne, and costs associated with the completion of the Transactions.

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Interest Expense. Interest expense of $222.5 million in fiscal 2024, increased $59.9 million from fiscal 2023 due to higher average interest rates and balances on variable rate corporate debt and film related obligations, partially offset by a larger benefit from the interest rate swaps. The following table sets forth the components of interest expense for the fiscal years ended March 31, 2024 and 2023:

	Year Ended March 31,
	2024		2023
	(Amounts in millions)
Interest Expense
Cash Based:
Revolving Credit Facility	$	43.0	$	12.9
Term loans		90.6		63.0
Other(1)		63.8		64.9
	197.4		140.8
Amortization of debt issuance costs and other non-cash interest(2)		25.1		21.8
Total interest expense	$	222.5	$	162.6

(1) Other interest expense includes payments associated with certain film related obligations (Production Tax Credit Facility, IP Credit Facility, Backlog Facility and other, see Note 8 to our audited combined financial statements), and payments and receipts associated with the Company’s interest rate swaps (see Note 18 to our audited combined financial statements).

(2) Amounts include the amortization of unrealized losses in accumulated other comprehensive income (loss) related to de-designated interest rate swaps which are being amortized to interest expense (see Note 18 to our audited combined financial statements).

Interest and Other Income. Interest and other income of $19.2 million for the fiscal year ended March 31, 2024 increased as compared to interest and other income of $6.4 million for the fiscal year ended March 31, 2023, due to certain insurance recoveries in fiscal 2024.

Other Expense. Other expense of $20.0 million for fiscal 2024 decreased as compared to other expense of $21.2 million for fiscal 2023, and represented the loss recorded related to our monetization of accounts receivable programs (see Note 19 to our audited combined financial statements).

Loss on Extinguishment of Debt. Loss on extinguishment of debt of $1.3 million for fiscal 2024 is due to the write-off of issuance costs associated with the early prepayment of certain production loans.

In fiscal 2023, loss on extinguishment of debt of $1.3 million related to the write-off of debt issuance costs associated with the voluntary prepayment of the entire outstanding amount of Term Loan A due March 22, 2023.

Gain on Investments, net. Gain on investments, net, was $3.5 million for fiscal 2024, as compared to gain on investments, net of $44.0 million for fiscal 2023 which primarily represented a gain associated with the sale of a portion of our ownership interest in STARZPLAY Arabia.

Equity Interests Income. Equity interests income of $8.7 million in fiscal 2024 increased from equity interests income of $0.5 million in fiscal 2023 due to higher income generated by our equity method investees.

Income Tax Provision. On a standalone entity basis for purposes of these carve-out financial statements, we had an income tax provision of $34.2 million in fiscal 2024, compared to an income tax provision of $14.3 million in fiscal 2023. Our income tax provision differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of our pre-tax income (loss) generated across the various jurisdictions in

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which we operate, changes in the valuation allowance against our deferred tax assets, and certain minimum taxes and foreign withholding taxes.

As computed on a separate return basis, with the combined historical results of the LG Studios Business presented on a managed basis as discussed in “Basis of Presentation”, at March 31, 2024, we had state net operating loss carryforwards of approximately $251.6 million which expire in varying amounts beginning in 2025, Canada net operating loss carryforwards of approximately $359.6 million which expire in varying amounts beginning in 2036, Spain net operating loss carryforwards of approximately $96.1 million which expire in varying amounts beginning in 2036, and U.K. net operating loss carryforwards of approximately $95.1 million with no expiration. However, under the managed basis of presentation of the LG Studios Business, the combined historical results exclude certain deductions and other items and therefore, for purposes of these combined financial statements, these items are not reflected in the calculations of net operating loss carryforwards of the LG Studios Business. Following the Business Combination, through a tax sharing arrangement with Lionsgate, a substantial portion of Lionsgate’s federal net operating loss carryforwards of $1.3 billion and state net operating loss carryforwards of $1.2 billion as of March 31, 2024, are expected to be retained by the LG Studios Business. In addition, a substantial portion of Lionsgate’s U.S. tax credits on foreign taxes paid, amounting to $64.9 million as of March 31, 2024, are expected to be retained by the LG Studios Business. Lionsgate net operating loss carryforwards currently have a significant valuation allowance and the LG Studios Business would need to assess the need for a valuation allowance post Business Combination.

Net Loss attributable to Parent. Net loss attributable to Parent for the fiscal year ended March 31, 2024 was $93.5 million or basic and diluted net loss per common share of $0.42 on 253.4 million weighted average common shares outstanding. This compares to net loss attributable to Parent for the fiscal year ended March 31, 2023 of $0.3 million or basic and diluted net loss per common share of $0.00 on 253.4 million weighted average common shares outstanding.

Segment Results of Operations and Non-GAAP Measures

See introduction to this section above under “Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023- Segment Results of Operations and Non-GAAP Measures” for further information regarding the Company’s segment profit disclosures and related non-GAAP measures.

The following table reconciles the GAAP measure, operating income, to the non-GAAP measure, total segment profit, for the fiscal years ended March 31, 2024 and 2023. In addition, each of segment direct operating expense, distribution and marketing expense and general and administrative expense is reconciled to the respective line items presented in the GAAP-based statement of operations in the preceding section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which discusses combined results of operations.

	Year Ended March 31,						Change
	2024			2023			Amount			Percent
	(Amounts in millions)
Operating income	$	139.7		$	139.6		$	0.1			0.1	%
Corporate general and administrative expense allocations from Lionsgate, excluding allocation of share-based compensation expense		110.6			100.9			9.7			9.6	%
Adjusted depreciation and amortization		10.5			12.2			(1.7	)		(13.9	)%
Restructuring and other		132.9			27.2			105.7			388.6	%
COVID-19 related charges (benefit)		(0.9	)		(8.9	)		8.0			(89.9	)%
Content charges		1.5			8.1			(6.6	)		(81.5	)%
Adjusted share-based compensation expense		54.8			69.2			(14.4	)		(20.8	)%
Purchase accounting and related adjustments		17.1			61.6			(44.5	)		(72.2	)%
Total segment profit	$	466.2		$	409.9		$	56.3			13.7	%

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See Note 16 to our combined financial statements for further information on the reconciling line items above, and for reconciliations of depreciation and amortization and share-based compensation expense as presented on our combined statements of operations to adjusted depreciation and amortization and adjusted share-based compensation expense, respectively, as presented in the line items above.

The table below sets forth the revenues and segment profit by segment:

	Year Ended March 31,				Change
	2024		2023		Amount			Percent
	(Amounts in millions)
Revenue
Motion Picture	$	1,656.3	$	1,323.7	$	332.6			25.1	%
Television Production		1,330.1		1,760.1		(430.0	)		(24.4	)%
	$	2,986.4	$	3,083.8	$	(97.4	)		(3.2	)%
Segment Profit
Motion Picture	$	319.4	$	276.5	$	42.9			15.5	%
Television Production		146.8		133.4		13.4			10.0	%
Total Segment Profit	$	466.2	$	409.9	$	56.3			13.7	%

See the following discussion for further detail of our individual segments.

Motion Picture

The table below sets forth Motion Picture gross contribution and segment profit for the fiscal years ended March 31, 2024 and 2023:

	Year Ended March 31,						Change
	2024			2023			Amount		Percent
	(Amounts in millions)
Motion Picture Segment:
Revenue	$	1,656.3		$	1,323.7		$	332.6		25.1	%
Expenses:
Direct operating expense		796.0			666.5			129.5		19.4	%
Distribution & marketing expense		427.0			270.9			156.1		57.6	%
Gross contribution		433.3			386.3			47.0		12.2	%
General and administrative expenses		113.9			109.8			4.1		3.7	%
Segment profit	$	319.4		$	276.5		$	42.9		15.5	%
U.S. theatrical P&A and Premium VOD expense included in distribution and marketing expense	$	277.7		$	149.8		$	127.9		85.4	%
Direct operating expense as a percentage of revenue		48.1	%		50.4	%
Gross contribution as a percentage of revenue		26.2	%		29.2	%

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Revenue. The table below sets forth Motion Picture revenue by media and product category for the fiscal years ended March 31, 2024 and 2023. Motion Picture revenues for fiscal 2024 included approximately $19.5 million of revenues from eOne from the acquisition date of December 27, 2023.

	Year Ended March 31,
	2024						2023						Total Increase (Decrease)
	Lionsgate Original Releases(1)		Other Film(2)		Total		Lionsgate Original Releases(1)		Other Film(2)		Total
					(Amounts in millions)
Motion Picture Revenue
Theatrical	$	222.4	$	4.1	$	226.5	$	115.6	$	5.1	$	120.7	$	105.8
Home Entertainment
Digital Media		459.7		192.6		652.3		354.7		172.8		527.5		124.8
Packaged Media		57.3		26.7		84.0		35.8		34.7		70.5		13.5
Total Home Entertainment		517.0		219.3		736.3		390.5		207.5		598.0		138.3
Television		240.5		33.9		274.4		173.8		44.0		217.8		56.6
International		332.9		58.1		391.0		298.7		66.3		365.0		26.0
Other		19.8		8.3		28.1		15.1		7.1		22.2		5.9
	$	1,332.6	$	323.7	$	1,656.3	$	993.7	$	330.0	$	1,323.7	$	332.6

(1) Lionsgate Original Releases: Includes titles originally planned for a wide theatrical release by Lionsgate, including titles that have changed from a planned wide theatrical release to an initial direct-to-streaming release. These releases include films developed and produced in-house, films co-developed and co-produced and films acquired or licensed from third parties. In addition, Lionsgate Original Releases also includes multi-platform and direct-to-platform motion pictures originally released or licensed by Lionsgate, and the licensing of our original release motion picture content to other ancillary markets (location-based entertainment, games, etc.).

(2) Other Film: Includes acquired and licensed brands and libraries originally released by other parties such as third-party library product, including our titles released by acquired companies prior to our acquisition of the company (i.e., Summit Entertainment library), and titles released with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.

Theatrical revenue increased $105.8 million in fiscal 2024, as compared to fiscal 2023, due to an increase of $106.8 million from Lionsgate Original Releases driven by the performance of our fiscal 2024 theatrical slate, and in particular, The Hunger Games: The Ballad of Songbirds & Snakes, and to a lesser extent, Saw X. The increase was also, to a lesser extent, due to a greater number of theatrical slate releases in fiscal 2024 as compared to fiscal 2023.

Home entertainment revenue increased $138.3 million, or 23.1%, in fiscal 2024, as compared to fiscal 2023, due to higher digital media revenue of $124.8 million. The increase in digital media revenue was due to an increase from Lionsgate Original Releases of $105.0 million due to revenues from John Wick: Chapter 4 (fiscal 2023 theatrical slate title), The Hunger Games: The Ballad of Songbirds & Snakes and previous Hunger Games titles, and to a lesser extent, from a greater number of fiscal 2024 theatrical slate titles released on home entertainment digital media in fiscal 2024 as compared to fiscal 2023. The increase in digital media revenue was also due to an increase from Other Film of $19.8 million from our acquired library titles.

Television revenue increased $56.6 million, or 26.0%, in fiscal 2024, as compared to fiscal 2023, due to an increase from Lionsgate Original Releases of $66.7 million due to a greater number of television windows opening from our fiscal 2024 and fiscal 2023 theatrical slates than from our fiscal 2023 and fiscal 2022 theatrical slates in the prior fiscal year, and higher revenue recognized for those titles, and in particular, John Wick: Chapter 4, partially offset by a decrease from Other Film of $10.1 million primarily from our acquired library titles.

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International revenue increased $26.0 million, or 7.1%, in fiscal 2024, as compared to fiscal 2023 due to an increase from Lionsgate Original Releases of $34.2 million driven by higher revenue generated from our fiscal 2024 and fiscal 2023 theatrical slate titles, and in particular, The Hunger Games: The Ballad of Songbirds & Snakes, as compared to the revenue generated from our fiscal 2023 and fiscal 2022 theatrical slate titles in the prior fiscal year, partially offset by a lower revenue from direct-to-platform and multi-platform releases. The increase in Lionsgate Original Releases was partially offset by a decrease from Other Film of $8.0 million from our acquired library titles.

Direct Operating Expense. The increase in direct operating expenses is due to higher motion picture revenue in fiscal 2024. Direct operating expenses as a percentage of motion picture revenue decreased slightly and is driven by the change in the mix of titles and product categories generating revenue in fiscal 2024 as compared to fiscal 2023, in particular the lower amortization rate of our fiscal 2024 theatrical slate as compared to our fiscal 2023 theatrical slate. Investment in film write-downs included in Motion Picture segment direct operating expense in fiscal 2024 were $34.6 million, as compared to $6.2 million in fiscal 2023.

Distribution and Marketing Expense. The increase in distribution and marketing expense in fiscal 2024 is due primarily to higher theatrical P&A and Premium VOD expense associated with the theatrical slate releases in fiscal 2024. In the fiscal year ended March 31, 2024 approximately $26.2 million of P&A and Premium VOD expense was incurred in advance for films to be released in subsequent quarters, compared to approximately $23.2 million in the fiscal year ended March 31, 2023. We expect Motion Picture distribution and marketing expense in fiscal 2025 to decrease as compared to fiscal 2024.

Gross Contribution. Gross contribution of the Motion Picture segment for fiscal 2024 increased $47.0 million, or 12.2%, as compared to fiscal 2023 due to higher Motion Picture revenue, partially offset by higher distribution and marketing expense and direct operating expense.

General and Administrative Expense. General and administrative expenses of the Motion Picture segment increased $4.1 million, or 3.7%, primarily due to an increase in incentive based compensation.

Television Production

The table below sets forth Television Production gross contribution and segment profit for the fiscal years ended March 31, 2024 and 2023:

	Year Ended March 31,						Increase (Decrease)
	2024			2023			Amount			Percent
	(Amounts in millions)
Television Production Segment:
Revenue	$	1,330.1		$	1,760.1		$	(430.0	)		(24.4	)%
Expenses:
Direct operating expense		1,090.1			1,541.5			(451.4	)		(29.3	)%
Distribution & marketing expense		35.3			33.3			2.0			6.0	%
Gross contribution		204.7			185.3			19.4			10.5	%
General and administrative expenses		57.9			51.9			6.0			11.6	%
Segment profit	$	146.8		$	133.4		$	13.4			10.0	%
Direct operating expense as a percentage of revenue		82.0	%		87.6	%
Gross contribution as a percentage of revenue		15.4	%		10.5	%

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Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the fiscal years ended March 31, 2024 and 2023. Television Production revenues for fiscal 2024 included approximately $94.3 million of revenues from eOne from the acquisition date of December 27, 2023.

	Year Ended March 31,				Change
	2024		2023		Amount			Percent
Television Production	(Amounts in millions)
Television	$	788.5	$	1,144.3	$	(355.8	)		(31.1	)%
International		228.8		277.7		(48.9	)		(17.6	)%
Home Entertainment
Digital		240.6		241.7		(1.1	)		(0.5	)%
Packaged Media		2.0		3.3		(1.3	)		(39.4	)%
Total Home Entertainment		242.6		245.0		(2.4	)		(1.0	)%
Other		70.2		93.1		(22.9	)		(24.6	)%
	$	1,330.1	$	1,760.1	$	(430.0	)		(24.4	)%

The primary component of Television Production revenue is domestic television revenue. Domestic television revenue decreased $355.8 million, or 31.1% in fiscal 2024 as compared to fiscal 2023, due to a decrease of $243.4 million from revenues from the licensing of fewer Starz original series to Starz Networks, and lower third-party revenue from fewer television episodes delivered, which were unfavorably impacted by the WGA and SAG-AFTRA strikes. These decreases in domestic television revenue were partially offset by an increase of approximately $83.2 million for revenues from eOne from the acquisition date of December 27, 2023.

International revenue in fiscal 2024 decreased $48.9 million, or 17.6%, as compared to fiscal 2023, due to a decrease of $90.6 million from revenues from the licensing of fewer Starz original series to the Starz Business, partially offset by an increase from third-party revenue, which included significant revenue from The Continental - Season 1, and an increase of approximately $7.7 million for revenues from eOne from the acquisition date of December 27, 2023.

Home entertainment revenue in fiscal 2024 was comparable to fiscal 2023.

Other revenue in fiscal 2024 decreased $22.9 million, or 24.6% as compared to fiscal 2023, and primarily reflects lower revenue of 3 Arts Entertainment which is generated from commissions and executive producer fees earned related to talent management and was unfavorably impacted by the WGA and SAG-AFTRA strikes.

Direct Operating Expense. Direct operating expense of the Television Production segment in fiscal 2024 decreased $451.4 million, or 29.3%, due to the decrease in Television Production revenues. Direct operating expenses as a percentage of television production revenue decreased as compared to fiscal 2023, primarily due to the mix of titles generating revenue in fiscal 2024 as compared to fiscal 2023, and in particular, fiscal 2024 included significant revenue from The Continental which has a lower amortization rate as compared to the titles generating revenue in fiscal 2023. Investment in film and television programs write-downs included in Television Production segment direct operating expense in fiscal 2024 were $8.4 million as compared to $4.6 million in fiscal 2023.

Gross Contribution. Gross contribution of the Television Production segment for fiscal 2024 increased by $19.4 million as compared to fiscal 2023 due to lower television production revenue, which was more than offset by lower direct operating expenses as a percentage of television production revenue.

General and Administrative Expense. General and administrative expenses of the Television Production segment increased $6.0 million, or 11.6%. Television Production general and administrative expenses for fiscal 2024 included $6.0 million from eOne from the acquisition date of December 27, 2023.

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Fiscal 2023 Compared to Fiscal 2022

Combined Results of Operations

The following table sets forth our combined results of operations for the fiscal years ended March 31, 2023 and 2022.

	Year Ended March 31,						Change
	2023			2022			Amount			Percent
	(Amounts in millions)
Revenues
LG Studios Business
Motion Picture (1)	$	1,323.7		$	1,185.3		$	138.4			11.7	%
Television Production (2)		1,760.1			1,531.0			229.1			15.0	%
Total revenues		3,083.8			2,716.3			367.5			13.5	%
Expenses:
Direct operating		2,207.9			1,922.1			285.8			14.9	%
Distribution and marketing		304.2			315.2			(11.0	)		(3.5	)%
General and administration		387.0			342.7			44.3			12.9	%
Depreciation and amortization		17.9			18.1			(0.2	)		(1.1	)%
Restructuring and other		27.2			6.3			20.9			nm
Total expenses		2,944.2			2,604.4			339.8			13.0	%
Operating income		139.6			111.9			27.7			24.8	%
Interest expense		(162.6	)		(115.0	)		(47.6	)		41.4	%
Interest and other income		6.4			28.0			(21.6	)		(77.1	)%
Other expense		(21.2	)		(8.6	)		(12.6	)		146.5	%
Loss on extinguishment of debt		(1.3	)		(3.4	)		2.1			(61.8	)%
Gain on investments, net		44.0			1.3			42.7			nm
Equity interests income (loss)		0.5			(3.0	)		3.5			(116.7	)%
Income before income taxes		5.4			11.2			(5.8	)		(51.8	)%
Income tax provision		(14.3	)		(17.3	)		3.0			(17.3	)%
Net loss		(8.9	)		(6.1	)		(2.8	)		45.9	%
Less: Net loss attributable to noncontrolling interests		8.6			17.2			(8.6	)		(50.0	)%
Net income (loss) attributable to Parent	$	(0.3	)	$	11.1		$	(11.4	)		(102.7	)%

nm - Percentage not meaningful.

(1) Motion Picture revenues for the years ended March 31, 2023 and 2022, includes $44.2 million and $38.0 million, respectively, of revenues from licensing Motion Picture segment product to the Starz Business.

(2) Television Production revenues for the years ended March 31, 2023 and 2022, includes $731.3 million and $610.2 million, respectively, of revenues from licensing Television Production segment product to the Starz Business.

Revenues. Combined revenues increased $367.5 million in fiscal 2023 reflecting increased revenue in the Motion Picture and Television Production segment.

Motion Picture revenue increased $138.4 million in fiscal 2023 due to higher international, theatrical, digital media home entertainment, and other revenue, partially offset by lower packaged media home entertainment and television revenue. Motion Picture revenue included $44.2 million of revenue from licensing Motion Picture segment product to the Starz Business, representing an increase of $6.2 million from fiscal 2022.

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Television Production revenue increased $229.1 million, due to increased digital home entertainment revenue, increased domestic television revenue from the licensing of Starz original series to the Starz Business, and increased international and other revenue. Television Production revenue included $731.3 million of revenue from licensing Television Production segment product to the Starz Business, representing an increase of $121.1 million from fiscal 2022.

See further discussion in the Segment Results of Operations section below.

Direct Operating Expenses. Direct operating expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,
	2023						2022						Change
	Amount			% of Segment Revenues			Amount			% of Segment Revenues			Amount			Percent
	(Amounts in millions)
Direct operating expenses
Motion Picture	$	666.5			50.4	%	$	547.1			46.2	%	$	119.4			21.8	%
Television Production		1,541.5			87.6	%		1,373.9			89.7	%		167.6			12.2	%
COVID-19 related benefit		(8.9	)		nm			(5.2	)		nm			(3.7	)		71.2	%
Other		8.8			nm			6.3			nm			2.5			39.7	%
	$	2,207.9			71.6	%	$	1,922.1			70.8	%	$	285.8			14.9	%

nm - Percentage not meaningful.

Direct operating expenses increased in fiscal 2023, due to higher Television Production and Motion Picture revenue and slightly higher other direct operating expense, partially offset by a slight increase in COVID-19 related benefit resulting from insurance and bad debt recoveries (as further described below). See further discussion in the Segment Results of Operations section below.

COVID-19 Related Charges (Benefit). We incurred certain incremental costs associated with the COVID-19 pandemic. In fiscal 2023, direct operating expense included a benefit of $8.9 million, net of insurance recoveries of $8.4 million (fiscal 2022 - benefit of $5.2 million, net of insurance recoveries of $15.6 million). The fiscal 2023 benefit also included bad debt recoveries.

Other. In fiscal 2023, other direct operating expenses includes approximately $7.2 million in development costs written off in connection with certain management changes and changes in the theatrical marketplace in the Motion Picture segment, as a result of changes in strategy across its theatrical slate, with the remaining amount reflecting other corporate development costs written off.

In fiscal 2022, other direct operating expenses includes $5.9 million representing charges related to Russia’s invasion of Ukraine, primarily related to bad debt reserves for accounts receivable from customers in Russia, which are excluded from segment operating results but included in direct operating expense in the combined statements of operations.

In addition, the remaining amounts of “other” direct operating expenses in the table above consists of the amortization of the non-cash fair value adjustments on film and television assets associated with the application of purchase accounting related to recent acquisitions.

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Distribution and Marketing Expenses. Distribution and marketing expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,				Change
	2023		2022		Amount			Percent
	(Amounts in millions)
Distribution and marketing expenses
Motion Picture	$	270.9	$	282.2	$	(11.3	)		(4.0	)%
Television Production		33.3		33.0		0.3			0.9	%
	$	304.2	$	315.2	$	(11.0	)		(3.5	)%
U.S. theatrical P&A and Premium VOD expense included in Motion Picture distribution and marketing expense	$	149.8	$	153.3		(3.5	)		(2.3	)%

Distribution and marketing expenses decreased in fiscal 2023 primarily due to lower Motion Picture home entertainment distribution and marketing expense and slightly lower Motion Picture theatrical P&A and Premium VOD expense. See further discussion in the Segment Results of Operations section below.

General and Administrative Expenses. General and administrative expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,							Change
	2023		% of Revenues			2022		% of Revenues			Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Picture	$	109.8				$	93.1				$	16.7			17.9	%
Television Production		51.9					40.2					11.7			29.1	%
Corporate allocations from Lionsgate, excluding allocation of share-based compensation expense		100.9					80.0					20.9			26.1	%
Share-based compensation expense		69.2					70.2					(1.0	)		(1.4	)%
Purchase accounting and related adjustments		55.2					59.2					(4.0	)		(6.8	)%
Total general and administrative expenses	$	387.0		12.5	%	$	342.7		12.6	%	$	44.3			12.9	%

General and administrative expenses increased in fiscal 2023, resulting from increases in Corporate, Motion Picture and Television Production general and administrative expenses, partially offset by decreased purchase accounting and related adjustments and share-based compensation expense. See further discussion in the Segment Results of Operations section below.

As discussed in Components of Results of Operations, for purposes of preparing the combined financial statements on a carve-out basis, the Company has been allocated a portion of Lionsgate’s total corporate expenses which are included in general and administrative expenses. Corporate general and administrative expenses increased $20.9 million, or 26.1%, primarily due to an increase in incentive based compensation. Allocations of expenses from Lionsgate are not necessarily indicative of future expenses and do not necessarily reflect results that would have been achieved as an independent, publicly traded company for the periods presented.

Certain of our employees participate in the share-based compensation plans sponsored by Lionsgate. The decrease in share-based compensation expense included in general and administrative expense in the fiscal year ended March 31, 2023, as compared to the fiscal year ended March 31, 2022 is primarily due to a decrease in the

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number of share-based payment awards incurring expense in fiscal 2023 as compared to fiscal 2022, partially offset by an increase in the allocation of Lionsgate corporate and shared employee share-based compensation expense. The following table presents share-based compensation expense by financial statement line item:

	Year Ended March 31,
	2023		2022
	(Amounts in millions)
Share-based compensation is comprised of:
Studio employee share-based compensation expense	$	42.5	$	50.6
Allocation of Lionsgate corporate and shared employee share-based compensation expense		26.7		19.6
Total share-based compensation included in general and administrative expense		69.2		70.2
Restructuring and other(1)		4.2		—
Total share-based compensation expense	$	73.4	$	70.2

(1) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

Purchase accounting and related adjustments include the non-cash charge for the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the non-cash charge for the amortization of the recoupable portion of the purchase price and the expense associated with the noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The noncontrolling equity interest in the distributable earnings of 3 Arts Entertainment are reflected as an expense rather than noncontrolling interest in the combined statement of operations due to the relationship to continued employment. Purchase accounting and related adjustments decreased $4.0 million, or 6.8%, primarily due to lower noncontrolling interest discount amortization of $9.5 million, partially offset by increased noncontrolling equity interest in the distributable earnings of 3 Arts Entertainment of $5.5 million (see further detail in the reconciliation of operating income to total segment profit further below).

Depreciation and Amortization Expense. Depreciation and amortization of $17.9 million for fiscal 2023 decreased $0.2 million from $18.1 million in fiscal 2022.

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Restructuring and Other. Restructuring and other increased $20.9 million in fiscal 2023 as compared to fiscal 2022, and includes restructuring and severance costs, certain transaction and other costs, and certain unusual items, when applicable. Restructuring and other costs were as follows for the fiscal year ended March 31, 2023 and 2022 (see Note 15 to our audited combined financial statements):

	Year Ended March 31,				Change
	2023		2022		Amount			Percent
	(Amounts in millions)
Restructuring and other:
Other impairments(1)	$	5.9	$	—	$	5.9			n/a
Severance(2)
Cash		10.8		2.8		8.0			285.7	%
Accelerated vesting on equity awards (see Note 13 to our audited combined financial statements)		4.2		—		4.2			n/a
Total severance costs		15.0		2.8		12.2			nm
COVID-19 related charges(3)		0.1		1.0		(0.9	)		(90.0	)%
Transaction and other costs(4)		6.2		2.5		3.7			148.0	%
	$	27.2	$	6.3	$	20.9			nm

nm - Percentage not meaningful.

(1) Amounts in the fiscal year ended March 31, 2023 include impairment of an operating lease right-of-use asset related to the LG Studios Business and corporate facilities amounting to $5.8 million associated with a portion of a facility lease that will no longer be utilized by the Company. The impairment reflects a decline in market conditions since the inception of the lease impacting potential sublease opportunities, and represents the difference between the estimated fair value, which was determined based on the expected discounted future cash flows of the lease asset, and the carrying value.

(2) Severance costs in the fiscal years ended March 31, 2023 and 2022 were primarily related to restructuring activities and other cost-saving initiatives.

(3) Amounts represent certain incremental general and administrative costs associated with the COVID-19 global pandemic, such as costs related to transitioning the Company to a remote-work environment, costs associated with return-to-office safety protocols, and other incremental general and administrative costs associated with the COVID-19 global pandemic.

(4) Transaction and other costs in the fiscal years ended March 31, 2023 and 2022 reflect transaction, integration and legal costs associated with certain strategic transactions, and restructuring activities and also include costs and benefits associated with legal matters.

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Interest Expense. Interest expense of $162.6 million in fiscal 2023 increased $47.6 million from fiscal 2022 due to higher average interest rates and balances on the Revolving Credit Facility, higher average interest rates on the term loans, and higher average balances and interest rates associated with film related obligations in fiscal 2023. These increases were partially offset by a decrease due to the amortization of unrealized gains in accumulated other comprehensive income (loss) related to the termination of certain of our interest rate swaps on May 20, 2022 (see Note 18 to our audited combined financial statements). The following table sets forth the components of interest expense for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,
	2023		2022
	(Amounts in millions)
Interest Expense
Cash Based:
Revolving Credit Facility	$	12.9	$	6.6
Term loans		63.0		33.1
Other(1)		64.9		28.8
		140.8		68.5
Amortization of debt issuance costs and other non-cash interest(2)		21.8		46.5
Total interest expense	$	162.6	$	115.0

(1) Amounts include payments and receipts associated with the Company’s interest rate swaps (see Note 18 to our audited combined financial statements) and interest payments associated with certain film obligations (Production Tax Credit Facility, IP Credit Facility, and Backlog Facility and other, see Note 8 to our audited combined financial statements). The increase in other interest expense primarily reflects an increase of $54.6 million related to film related obligations, partially offset by a $19.4 million benefit related to the Company’s interest rate swaps.

(2) Amounts include the amortization of unrealized losses in accumulated other comprehensive loss related to de-designated interest rate swaps which are being amortized to interest expense (see Note 18 to our audited combined financial statements).

Interest and Other Income. Interest and other income of $6.4 million for the fiscal year ended March 31, 2023 compared to interest and other income of $28.0 million for the fiscal year ended March 31, 2022, due to insurance recoveries on prior shareholder litigation of $22.7 million in fiscal 2022 (see Note 17 to our audited combined financial statements).

Other Expense. Other expense of $21.2 million for fiscal 2023 compared to other expense of $8.6 million for fiscal 2022, and represented the loss recorded related to our monetization of accounts receivable programs (see Note 19 to our audited combined financial statements).

Loss on Extinguishment of Debt. Loss on extinguishment of debt of $1.3 million for fiscal 2023 related to the write-off of debt issuance costs associated with the voluntary prepayment of the entire outstanding amount of Term Loan A due March 22, 2023.

In fiscal 2022, loss on extinguishment of debt of $3.4 million related to the amendment of our credit agreement to extend the maturity of a portion of our revolving credit commitments and a portion of our outstanding term A loans, repurchases of the Term Loan B, and the termination of a portion of our revolving credit commitments. See Note 7 to our audited combined financial statements.

Gain on Investments. Gain on investments of $44.0 million for fiscal 2023 primarily represented a gain associated with the sale of a portion of our ownership interest in STARZPLAY Arabia, compared to a gain on investments of $1.3 million for fiscal 2022.

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Equity Interests Income (Loss). Equity interests income of $0.5 million in fiscal 2023 compared to equity interests loss of $3.0 million in fiscal 2022.

Income Tax Provision. On a standalone entity basis for purposes of these carve-out financial statements, we had an income tax provision of $14.3 million in fiscal 2023, compared to an income tax provision of $17.3 million in fiscal 2022. Our income tax provision differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of our pre-tax income (loss) generated across the various jurisdictions in which we operate, changes in the valuation allowance against our deferred tax assets, and certain minimum taxes and foreign withholding taxes.

As computed on a separate return basis, with the combined historical results of the LG Studios Business presented on a managed basis as discussed in Basis of Presentation, at March 31, 2023, we had U.S. net operating loss carryforwards (“NOLs”) of approximately $27.0 million, which do not expire, state net operating loss carryforwards of approximately $53.9 million which expire in varying amounts beginning 2024. In addition, at March 31, 2023, we had U.S. credit carryforwards related to foreign taxes paid of approximately $7.2 million to offset future federal income taxes that will expire beginning in 2032. However, under the managed basis of presentation of the LG Studios Business, the combined historical results exclude certain deductions and other items and therefore, for purposes of these combined financial statements, these items are not reflected in the calculations of NOLs of the LG Studios Business. Following the Business Combination, through a tax sharing arrangement with Lionsgate, a substantial portion of Lionsgate’s federal NOLs of $1.56 billion and state NOLs of $988.2 million as of March 31, 2023, are expected to be retained by the LG Studios Business. In addition, a substantial portion of Lionsgate’s U.S. tax credits on foreign taxes paid, amounting to $73.0 million as of March 31, 2023, are expected to be retained by the LG Studios Business. Lionsgate NOLs currently have a significant valuation allowance and the LG Studios Business would need to assess the need for a valuation allowance post Business Combination.

Net Income (Loss) attributable to Parent. Net loss attributable to Parent for the fiscal year ended March 31, 2023 was $0.3 million or basic and diluted net loss per common share of $0.00 on 253.4 million weighted average common shares outstanding. This compares to net income attributable to Parent for the fiscal year ended March 31, 2022 of $11.1 million, or basic and diluted net income per common share of $0.04 on 253.4 million weighted average common shares outstanding.

Segment Results of Operations and Non-GAAP Measures

See introduction to this section above under “Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023— Segment Results of Operations and Non-GAAP Measures” for further information regarding the Company’s segment profit disclosures and related non-GAAP measures.

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The following table reconciles the GAAP measure, operating income, to the non-GAAP measure, total segment profit, for the fiscal years ended March 31, 2023 and 2022. In addition, each of segment direct operating expense, distribution and marketing expense and general and administrative expense is reconciled to the respective line items presented in the GAAP-based statement of operations in the preceding section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which discusses combined results of operations.

	Year Ended March 31,						Change
	2023			2022			Amount			Percent
	(Amounts in millions)
Operating income	$	139.6		$	111.9		$	27.7			24.8	%
Corporate general and administrative expense allocations from Lionsgate, excluding allocation of share-based compensation expense		100.9			80.0			20.9			26.1	%
Adjusted depreciation and amortization		12.2			12.4			(0.2	)		(1.6	)%
Restructuring and other		27.2			6.3			20.9			nm
COVID-19 related charges (benefit)		(8.9	)		(5.2	)		(3.7	)		71.2	%
Content charges		8.1			—			8.1			n/a
Charges related to Russia’s invasion of Ukraine		—			5.9			(5.9	)		(100.0	)%
Adjusted share-based compensation expense		69.2			70.2			(1.0	)		(1.4	)%
Purchase accounting and related adjustments		61.6			65.3			(3.7	)		(5.7	)%
Total segment profit	$	409.9		$	346.8		$	63.1			18.2	%

nm - Percentage not meaningful.

See Note 16 to our combined financial statements for further information on the reconciling line items above, and for reconciliations of depreciation and amortization and share-based compensation expense as presented on our combined statements of operations to adjusted depreciation and amortization and adjusted share-based compensation expense, respectively, as presented in the line items above.

The table below sets forth the revenues and segment profit by segment:

	Year Ended March 31,				Change
	2023		2022		Amount		Percent
	(Amounts in millions)
Revenue
Motion Picture	$	1,323.7	$	1,185.3	$	138.4		11.7	%
Television Production		1,760.1		1,531.0		229.1		15.0	%
	$	3,083.8	$	2,716.3	$	367.5		13.5	%
Segment Profit
Motion Picture	$	276.5	$	262.9	$	13.6		5.2	%
Television Production		133.4		83.9		49.5		59.0	%
Total Segment Profit	$	409.9	$	346.8	$	63.1		18.2	%

See the following discussion for further detail of our individual segments.

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Motion Picture

The table below sets forth Motion Picture gross contribution and segment profit for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,						Change
	2023			2022			Amount			Percent
	(Amounts in millions)
Motion Picture Segment:
Revenue	$	1,323.7		$	1,185.3		$	138.4			11.7	%
Expenses:
Direct operating expense		666.5			547.1			119.4			21.8	%
Distribution & marketing expense		270.9			282.2			(11.3	)		(4.0	)%
Gross contribution		386.3			356.0			30.3			8.5	%
General and administrative expenses		109.8			93.1			16.7			17.9	%
Segment profit	$	276.5		$	262.9		$	13.6			5.2	%
U.S. theatrical P&A and Premium VOD expense included in distribution and marketing expense	$	149.8		$	153.3		$	(3.5	)		(2.3	)%
Direct operating expense as a percentage of revenue		50.4	%		46.2	%
Gross contribution as a percentage of revenue		29.2	%		30.0	%

Revenue. The table below sets forth Motion Picture revenue by media and product category for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,
	2023						2022						Total Increase (Decrease)
	Lionsgate Original Releases(1)		Other Film(2)		Total		Lionsgate Original Releases(1)		Other Film(2)		Total
					(Amounts in millions)
Motion Picture Revenue
Theatrical	$	115.6	$	5.1	$	120.7	$	54.8	$	10.5	$	65.3	$	55.4
Home Entertainment
Digital Media		354.7		172.8		527.5		325.5		171.6		497.1		30.4
Packaged Media		35.8		34.7		70.5		64.7		50.3		115.0		(44.5	)
Total Home Entertainment		390.5		207.5		598.0		390.2		221.9		612.1		(14.1	)
Television		173.8		44.0		217.8		213.1		44.8		257.9		(40.1	)
International		298.7		66.3		365.0		178.4		56.0		234.4		130.6
Other		15.1		7.1		22.2		9.1		6.5		15.6		6.6
	$	993.7	$	330.0	$	1,323.7	$	845.6	$	339.7	$	1,185.3	$	138.4

(1) Lionsgate Original Releases: Includes titles originally planned for a wide theatrical release by Lionsgate, including titles that have changed from a planned wide theatrical release to an initial direct-to-streaming release. These releases include films developed and produced in-house, films co-developed and co-produced and films acquired or licensed from third parties. In addition, Lionsgate Original Releases also includes multi-platform and direct-to-platform motion pictures originally released or licensed by Lionsgate, and the licensing of our original release motion picture content to other ancillary markets (location-based entertainment, games, etc.).

(2) Other Film: Includes acquired and licensed brands and libraries originally released by other parties such as third-party library product, including our titles released by acquired companies prior to our acquisition of the company (i.e., Summit Entertainment library), and titles released with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.

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Theatrical revenue increased $55.4 million in fiscal 2023, as compared to fiscal 2022, due to an increase of $60.8 million from Lionsgate Original Releases driven by the performance of our fiscal 2023 theatrical slate releases, and in particular, John Wick: Chapter 4, Jesus Revolution and Plane (all released in the fourth quarter of fiscal 2023). John Wick: Chapter 4 was theatrically released on March 24, 2023, therefore fiscal 2023 reflects revenue from seven days of the title’s theatrical release. This increase was offset partially by a decrease of $5.4 million from Other Film due to lower revenue from our acquired library titles.

Home entertainment revenue decreased $14.1 million, or 2.3%, in fiscal 2023, as compared to fiscal 2022, due to lower packaged media revenue of $44.5 million, partially offset by higher digital media revenue of $30.4 million. The decrease in packaged media revenue was due to a decrease of $28.9 million from Lionsgate Original Releases due to fewer theatrical slate titles released on packaged media in fiscal 2023 as compared to fiscal 2022, resulting from the timing of our fiscal 2023 theatrical slate releases, and a decrease of $15.6 million from Other Film due to lower revenue from our acquired library and licensed library titles. The increase in digital media revenue was due to an increase of $29.5 million from Lionsgate Original Releases driven by the license of Shotgun Wedding to a direct- to-streaming platform in fiscal 2023, and revenue in fiscal 2023 from the fiscal 2022 theatrical slate release, Moonfall, partially offset by lower revenue from our direct-to-platform (i.e., subscription video-on-demand) and multi-platform releases.

Television revenue decreased $40.1 million, or 15.5%, in fiscal 2023, as compared to fiscal 2022, due to a decrease from Lionsgate Original Releases of $39.3 million due to fewer television windows opening for our theatrical slate titles than in fiscal 2022 resulting from the timing of our fiscal 2023 theatrical slate releases. In particular, fiscal 2023 included revenue from the fiscal 2023 theatrical release, The Unbearable Weight of Massive Talent, and the fiscal 2022 theatrical releases, American Underdog and Moonfall. These compared to revenue in fiscal 2022 from the fiscal 2022 theatrical releases, Spiral, The Hitman’s Wife’s Bodyguard and Voyager, and the fiscal 2021 theatrical releases, Chaos Walking, Barb and Star Go to Vista Del Mar and Fatale.

International revenue increased $130.6 million, or 55.7 %, in fiscal 2023, as compared to fiscal 2022, due to an increase from Lionsgate Original Releases of $120.3 million due to higher revenue generated in fiscal 2023 from our fiscal 2023 theatrical slate titles as compared to the revenue in fiscal 2022 from our fiscal 2022 theatrical slate titles, and higher revenue from direct-to-platform (i.e., SVOD) and multi-platform releases. In particular, fiscal 2023 included significant international revenue from the fiscal 2023 theatrical slate titles John Wick: Chapter 4, Shotgun Wedding, and The Unbearable Weight of Massive Talent. In addition, the increase in international revenue reflected an increase of $10.3 million from Other Film due to higher revenue in fiscal 2023 from our acquired library titles.

Direct Operating Expense. The increase in direct operating expenses is due to higher motion picture revenue in fiscal 2023. The increase in direct operating expenses as a percentage of motion picture revenue is driven by the change in the mix of titles and product categories generating revenue in fiscal 2023 as compared to fiscal 2022, including the higher amortization rate of the fiscal 2023 theatrical slate titles as compared to the fiscal 2022 theatrical slate titles. In addition, fiscal 2023 included an increase in development write-offs of $19.1 million on Lionsgate Original Releases, and an increase of $4.9 million related to foreign exchange losses. Investment in film write-downs included in Motion Picture segment direct operating expense in fiscal 2023 were $6.2 million, as compared to $1.2 million in fiscal 2022.

Distribution and Marketing Expense. The decrease in distribution and marketing expense in fiscal 2023 is due to lower home entertainment distribution and marketing expense and slightly lower theatrical P&A and Premium VOD expense for Lionsgate Original Releases. Theatrical P&A and Premium VOD expense decreased due to lower expense associated with the fiscal 2023 theatrical slate releases, partially offset by higher expense for films to be released in subsequent quarters. In fiscal 2023, approximately $23.2 million of P&A and Premium VOD expense was incurred in advance for films to be released in subsequent quarters (Are You There God? It’s Me, Margaret, White Bird: A Wonder Story and The Ballad of Songbirds and Snakes), compared to approximately $14.1 million in fiscal 2022. We expect Motion Picture distribution and marketing expense in fiscal 2024 to increase as compared to fiscal 2023, due to our larger expected fiscal 2024 theatrical slate and related theatrical P&A expense.

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Gross Contribution. Gross contribution of the Motion Picture segment for fiscal 2023 increased $30.3 million, or 8.5%, as compared to fiscal 2022 due to higher Motion Picture revenue and lower distribution and marketing expense, partially offset by higher direct operating expense.

General and Administrative Expense. General and administrative expenses of the Motion Picture segment increased $16.7 million, or 17.9%, due to an increase in incentive based compensation.

Television Production

The table below sets forth Television Production gross contribution and segment profit for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,						Change
	2023			2022			Amount		Percent
	(Amounts in millions)
Television Production Segment:
Revenue	$	1,760.1		$	1,531.0		$	229.1		15.0	%
Expenses:
Direct operating expense		1,541.5			1,373.9			167.6		12.2	%
Distribution & marketing expense		33.3			33.0			0.3		0.9	%
Gross contribution		185.3			124.1			61.2		49.3	%
General and administrative expenses		51.9			40.2			11.7		29.1	%
Segment profit	$	133.4		$	83.9		$	49.5		59.0	%
Direct operating expense as a percentage of revenue		87.6	%		89.7	%
Gross contribution as a percentage of revenue		10.5	%		8.1	%

Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the fiscal years ended March 31, 2023 and 2022:

	Year Ended March 31,				Increase (Decrease)
	2023		2022		Amount			Percent
	(Amounts in millions)
Television Production
Television	$	1,144.3	$	1,094.5	$	49.8			4.6	%
International		277.7		256.5		21.2			8.3	%
Home Entertainment Revenue
Digital		241.7		85.1		156.6			184.0	%
Packaged Media		3.3		6.9		(3.6	)		(52.2	)%
Total Home Entertainment Revenue		245.0		92.0		153.0			166.3	%
Other		93.1		88.0		5.1			5.8	%
	$	1,760.1	$	1,531.0	$	229.1			15.0	%

The primary component of Television Production revenue is domestic television revenue. Domestic television revenue increased in fiscal 2023 as compared to fiscal 2022, due to an increase of $62.6 million from revenues from the licensing of Starz original series Power Book II: Ghost Season 3, Power Book IV: Force Season 2, Heels Season 2, P-Valley Season 2, BMF Season 2, and Power Book III: Raising Kanan Seasons 2 and 3, among others) to the Starz Business, partially offset by a decrease from fewer television episodes delivered to third-parties.

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International revenue in fiscal 2023 increased $21.2 million, or 8.3%, as compared to fiscal 2022, due to revenue in fiscal 2023 from Mythic Quest Season 3, The First Lady Season 1 and Acapulco Season 2, as compared to revenue in fiscal 2022 from Pam & Tommy Season 1, Dear White People Season 4 and Acapulco Season 1. In addition, the increase reflects an increase of $8.5 million from revenues from the licensing of Starz original series to the Starz Business.

Home entertainment revenue in fiscal 2023 increased $153.0 million, or 166.3%, as compared to fiscal 2022, due to digital media revenue in fiscal 2023 from Schitt’s Creek Seasons 1 to 6 from the license to a streaming platform, Nashville Season 1 to 6, and Ghosts Season 1, which compared to digital media revenue in fiscal 2022 for Weeds Seasons 1 to 8 and Welcome to Flatch Season 1. In addition, the increase reflects higher digital media revenues of $49.6 million from the licensing of Starz original series to the Starz Business.

Other revenue increased in fiscal 2023 as compared to fiscal 2022, and primarily includes revenue of 3 Arts Entertainment which is generated from commissions and executive producer fees earned related to talent management.

Direct Operating Expense. Direct operating expense of the Television Production segment in fiscal 2023 increased $167.6 million, or 12.2%, due to the increase in Television Production revenues. Direct operating expenses as a percentage of television production revenue decreased slightly as compared to fiscal 2022, primarily due to the mix of titles generating revenue in fiscal 2023 as compared to fiscal 2022. In addition, fiscal 2023 included lower write-downs to fair value of investment in film and television programs, amounting to $4.6 million in aggregate, as compared to $34.9 million in fiscal 2022.

Gross Contribution. Gross contribution of the Television Production segment for fiscal 2023 increased by $61.2 million as compared to fiscal 2022 due to increased television production revenue, partially offset by higher direct operating expenses.

General and Administrative Expense. General and administrative expenses of the Television Production segment increased $11.7 million, or 29.1%, due to increases in salaries and related expenses and incentive based compensation.

Liquidity and Capital Resources

Sources of Cash

Our liquidity and capital requirements in the six months ended September 30, 2024 were provided principally through cash generated from operations, our Intercompany Note, Intercompany Revolver, eOne IP Credit Facility, LG IP Credit Facility, our film related obligations (as further discussed below), the monetization of trade accounts receivable and prior to the Studio Separation, Lionsgate’s Senior Credit Facilities and parent net investments. Prior to the Studio Separation, from time to time, sources of cash also included cash generated from the Starz Business and contributed to the LG Studios Business through parent net investment.

As discussed in “Studio Separation and Business Combination”, on May 13, 2024, Lionsgate consummated the transactions contemplated by the Business Combination which, in addition to establishing the LG Studios Business as a standalone publicly traded entity, resulted in approximately $330.0 million of gross proceeds, including $254.3 million in PIPE financing. Shortly after the closing of the Business Combination, approximately $299.0 million was transferred to a wholly-owned subsidiary of Lionsgate in partial repayment of the Intercompany Note described below.

As of September 30, 2024 and March 31, 2024 we had cash and cash equivalents of $210.8 million and $277.0 million, respectively.

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Corporate Debt

Our corporate debt at September 30, 2024, excluding film related obligations discussed further below, consisted of the following:

• Intercompany Note: In connection with the Studio Separation and Business Combination, on May 8, 2024, Lions Gate Capital Holdings LLC, a Delaware limited liability company and subsidiary of Lionsgate (“LGCH”), which is not a consolidated subsidiary of Lionsgate Studios, as lender, entered into an intercompany note and assumption agreement (the “Intercompany Note”) with Lions Gate Television Inc., a Delaware corporation and wholly owned consolidated subsidiary of the Company (“LGTV”), as borrower and assuming party.

The Intercompany Note at September 30, 2024, excluding the Intercompany Revolver and film related obligations discussed further below, consisted of the following:

• LGTV Revolver. We have a $1.1 billion revolving credit facility (with $421.5 million outstanding at September 30, 2024) due April 2026 (the “LGTV Revolver”). We maintain significant availability under our LGTV Revolver, which is currently used to meet our short-term liquidity requirements, and could also be used for longer term liquidity requirements.

• LGTV Term Loan A. We have a term loan A facility due April 2026 (the “LGTV Term Loan A”), with $314.4 million outstanding at September 30, 2024.

• LGTV Term Loan B. We have a term loan B facility due March 2025 (the “LGTV Term Loan B”, and, together with the LGTV Revolving Credit Facility and the LGTV Term Loan A, the “Intercompany Note”), with $250.0 million outstanding at September 30, 2024.

• Intercompany Revolver: In connection with the Studio Separation and Business Combination, on May 13, 2024, LGAC International LLC, a Delaware limited liability company and wholly owned consolidated subsidiary of the Company (“LGAC International”) and Lions Gate Capital Holdings 1, Inc., a Delaware corporation and subsidiary of Lionsgate (“LGCH1”) entered into a revolving credit agreement (the “Intercompany Revolver”), pursuant to which LGAC International and LGCH1 agreed to make revolving loans to each other from time to time provided that the net amount owing by one party to the other at any particular time may not exceed $150.0 million. There was $80.4 million outstanding and due to LGCH1 at September 30, 2024. The Intercompany Revolver will, among other things, terminate in connection with a full separation of the entities.

• eOne IP Credit Facility: In July 2024, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “eOne IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles acquired as part of the eOne acquisition. The maximum principal amount of the eOne IP Credit Facility is $340.0 million, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries, with $340.0 million outstanding as of September 30, 2024. The eOne IP Credit Facility matures on July 3, 2029.

• LG IP Credit Facility: In September 2024, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “LG IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles. The maximum principal amount of the LG IP Credit Facility is $455.0 million, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries, with $455.0 million outstanding as of September 30, 2024. The LG IP Credit Facility matures on September 30, 2029.

In November 2024, the Company closed an amendment to its LG IP Credit Facility which increased the maximum principal amount of the LG IP Credit Facility to $720.0 million. The Company borrowed $265.0 million under the LG IP Credit Facility, and used the net proceeds to pay in full the remaining $250.0 million principal amount of the Term Loan B, together with accrued and unpaid interest thereon.

In December 2024, the Company closed on an additional amendment to its LG IP Credit Facility which increased the maximum principal amount of the LG IP Credit Facility to $850.0 million. The Company borrowed $130.0 million under the LG IP Credit Facility.

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• Lionsgate Exchange Notes and Existing Notes: As discussed in Note 7 to our unaudited condensed consolidated financial statements, on May 8, 2024, LGCH1, an indirect, wholly-owned subsidiary of Lionsgate, which is not a consolidated subsidiary of Lionsgate Studios, issued $389.9 million aggregate principal amount of the 5.5% senior notes due 2029 (the “Exchange Notes”). The Exchange Notes were exchanged by Lionsgate for an equivalent amount of Lionsgate’s existing 5.5% senior notes due 2029 (the “Existing Notes”). The Exchange Notes initially bear interest at 5.5% annually and mature April 15, 2029, with the interest rate increasing to 6.0% and the maturity date extending to April 15, 2030 effective upon completion of the separation of the Starz Business from the Studio Business. Lionsgate may redeem the Exchange Notes, in whole at any time, or in part from time to time, prior to or on and after the Separation Closing Date, as defined in the indenture governing the Exchange Notes, at certain specified redemption prices set forth in the indenture governing the Exchange Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

The Exchange Notes and Existing Notes and related interest expense are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company and certain of its subsidiaries are currently guarantors under the Exchange Notes and Existing Notes. Upon completion of the separation of the Starz Business from the Studio Business, the Exchange Notes will become obligations of the Company and will be reflected in the Company’s unaudited condensed consolidated financial statements.

Lionsgate’s Senior Credit Facilities

See Note 7 to our audited combined financial statements for a discussion of Lionsgate’s Senior Credit Facilities reflected as corporate debt in periods prior to the Studio Separation.

Film Related Obligations

We utilize our film related obligations to fund our film and television productions. Our film related obligations at September 30, 2024 include the following:

• Production Loans: Production loans represent individual and multi-title loans for the production of film and television programs that we produce. The majority of the Company’s production loans have contractual repayment dates either at or near the expected completion or release dates, with the exception of certain loans containing repayment dates on a longer term basis. At September 30, 2024 and March 31, 2024, there was $1,244.8 million and $1,292.2 million, respectively, outstanding of production loans.

• Production Tax Credit Facility: We have a $260.0 million non-recourse senior secured revolving credit facility due January 2025 based on collateral consisting solely of certain of the Company’s tax credit receivables (the “Production Tax Credit Facility”). As of September 30, 2024, tax credit receivables amounting to $344.2 million represented collateral related to the Production Tax Credit Facility. Cash collections from the underlying collateral (tax credit receivables) are used to repay the Production Tax Credit Facility. At September 30, 2024 and March 31, 2024 there was $260.0 million and $260.0 million, respectively, outstanding under the Production Tax Credit Facility.

• Film Library Facility: In July 2021, as amended in September 2022, certain of our subsidiaries entered into a senior secured amortizing term credit facility due July 2027 (the “Film Library Facility”) based on the collateral consisting solely of certain of our rights in certain acquired library titles, including the Spyglass and other recently acquired libraries. The maximum principal amount of the Film Library Facility is $161.9 million, subject to the amount of collateral available, which is based on the valuation of cash flows from the libraries. At September 30, 2024 and March 31, 2024, there was $94.2 million and $109.9 million, respectively, outstanding under the Film Library Facility.

• Backlog Facility and Other:

• Backlog Facility. In March 2022, as amended in August 2022, certain subsidiaries of the Company entered into a committed secured revolving credit facility (the “Backlog Facility”)

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based on collateral consisting solely of certain of the Company’s fixed fee or minimum guarantee contracts where cash will be received in the future. The maximum principal amount of the Backlog Facility is $175.0 million, subject to the amount of eligible collateral contributed to the facility. The Backlog Facility revolving period finishes on May 16, 2025, at which point cash collections from the underlying collateral is used to repay the facility. The facility maturity date is up to two years and 90 days after the revolving period ends, currently August 14, 2027. As of September 30, 2024 and March 31, 2024 there was $160.2 million and $175.0 million, respectively, outstanding under the Backlog Facility.

• Other. The Company has other loans which are secured by accounts receivable and contracted receivables which are not yet recognized as revenue under certain licensing agreements. Outstanding loan balances under these “other” loans must be repaid with any cash collections from the underlying collateral if and when received by the Company, and may be voluntarily repaid at any time without prepayment penalty fees. As of September 30, 2024 and March 31, 2024, there was $113.0 million and $112.3 million, respectively, outstanding under the “other” loans, of which $55.1 million has a contractual repayment date in July 2025 and $57.9 million has a contractual repayment date in April 2027. As of September 30, 2024, accounts receivable amounting to $72.7 million and contracted receivables not yet reflected as accounts receivable on the balance sheet at September 30, 2024 amounting to $65.6 million represented collateral related to the “other” loans.

See Note 8 to our unaudited condensed consolidated financial statements and Note 8 to our audited combined financial statements for a discussion of our film related obligations.

Accounts Receivable Monetization and Governmental Incentives

Our accounts receivable monetization programs include individual agreements to monetize certain of our trade accounts receivable directly with third-party purchasers and previously have included a revolving agreement to monetize designated pools of trade accounts receivable with various financial institutions.

In addition, we utilize governmental incentives, programs and other structures from states and foreign countries (e.g., sales tax refunds, transferable tax credits, refundable tax credits, low interest loans, direct subsidies or cash rebates, calculated based on the amount of money spent in the particular jurisdiction in connection with the production) to fund our film and television productions and reduce financial risk.

See Note 19 to our unaudited condensed consolidated financial statements and Note 19 to our audited combined financial statements for our accounts receivable monetization programs and our tax credit receivables.

Uses of Cash

Our principal uses of cash in operations include the funding of film and television productions, film rights acquisitions, the distribution and marketing of films and television programs, and general and administrative expenses. We also use cash for debt service (i.e. principal and interest payments) requirements, equity method or other equity investments, capital expenditures, and acquisitions of or investment in businesses.

In addition, the Company has a redeemable noncontrolling interest balance of $99.7 million as of September 30, 2024, related to its acquisition of a controlling interest, consisting of a limited liability company interest in 3 Arts Entertainment, which may require the use of cash in the event the holders of the noncontrolling interests require the Company to repurchase their interests (see Note 10 to our unaudited condensed consolidated financial statements).

We may from time to time seek to retire or purchase or refinance our outstanding debt through cash purchases, and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, refinancings, or otherwise. Such repurchases or exchanges or refinancings, if any, will depend on prevailing

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market conditions, our liquidity requirements, our assessment of opportunities to lower interest expense, contractual restrictions and other factors, and such repurchases or exchanges could result in a charge from the early extinguishment of debt. The amounts involved may be material.

Anticipated Cash Requirements. The nature of our business is such that significant initial expenditures are required to produce, acquire, distribute and market films and television programs, while revenues from these films and television programs are earned over an extended period of time after their completion or acquisition. In addition to the cash requirements of any potential future redemption of our noncontrolling interests as discussed above, which we may fund with a combination of cash on hand, borrowings under our line of credit and/ or new financing arrangements, we have other anticipated cash requirements outside of our normal operations.

In the short-term, we currently expect that our cash requirements for productions will increase and our marketing spend will decrease in fiscal 2025 as compared to fiscal 2024.

However, we currently believe that cash flow from operations, cash on hand, Intercompany Note availability, Intercompany Revolver availability, the monetization of trade accounts receivable, tax-efficient financing, the availability from other financing obligations and available production or intellectual property financing, will be adequate to meet known operational cash and debt service (i.e. principal and interest payments) requirements for the next 12 months and beyond, including the funding of future film and television production and theatrical and home entertainment release schedules, and future equity method or other investment funding requirements. We monitor our cash flow liquidity, availability, fixed charge coverage, capital base, film spending and leverage ratios with the long-term goal of maintaining our credit worthiness.

Our current financing strategy is to fund operations and to leverage investment in films and television programs in the short-term and long-term, through our cash flow from operations, our revolving credit facility, eOne IP Credit Facility, LG IP Credit Facility, production loans, government incentive programs, the monetization of trade accounts receivable, our Production Tax Credit Facility, our Film Library Facility, our Backlog Facility, and other obligations. In addition, we may acquire businesses or assets, including individual films or libraries that are complementary to our business. Any such transaction could be financed th