Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
Newly Registered Securities | ||||||||||||||||
172,165,994 (1) | $7.71 | $ |
$ | |||||||||||||
385,224,624 (4) | $6.87 | $ |
$ | |||||||||||||
shares, no par value per share, issued in respect of outstanding SEAC Options |
2,200,000 (6) | $6.88 | $ |
$ | ||||||||||||
shares, no par value per share, issued in respect of the share exchange by holders of LG Studios common shares, no par value per share |
8,660,436 (8) | $6.88 | $ |
$ | ||||||||||||
Fees Previously Paid |
Equity | Starz common shares, no par value per share, and New Lionsgate new common shares, no par value per share, issued in respect of the Second Share Exchange by holders of LGEC Class A common shares, no par value per share |
Other | 192,533,716 (10) | $7.70 | $697,133,378 (11) | 0.0001531 | $106,732 (3) | ||||||||
Equity | Starz common shares, no par value per share, and New Lionsgate new common shares, no par value per share, issued in respect of the Second Share Exchange by holders of LGEC Class B common shares, no par value per share |
Other | 376,428,234 (12) | $6.79 | $1,384,589,803 (13) | 0.0001531 | $211,981 (3) | |||||||||
Equity | New Lionsgate new common shares, no par value per share, issued in respect of the share exchange by holders of LG Studios common shares, no par value per share |
Other | 280,020,788 (14) | $7.03 | $2,029,429,005 (15) | 0.0001531 |
$310,706 (3) | |||||||||
Carry Forward Securities | ||||||||||||||||
Carry Forward Securities |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
Total Offering Amounts |
$ |
$ | ||||||||||||||
Total Fees Previously Paid |
$629,419.00 | |||||||||||||||
Total Fee Offsets |
$ | |||||||||||||||
Net Fee Due |
$ |
(1) | Represents the estimated maximum number of common shares, no par value per share (the “New Lionsgate Class A shares”), of Lionsgate Studios Holding Corp. (“New Lionsgate”), a newly incorporated entity formed under the laws of the Province of British Columbia and a wholly-owned subsidiary of Lions Gate Entertainment Corp. (“Lionsgate”), that may be issued to holders of Class A voting common shares (the “LGEC Class A common shares”) of Lionsgate in connection with the Initial Share Exchange (as defined in the joint proxy statement/prospectus included in this Registration Statement on Form S-4, the “joint proxy statement/prospectus”) based on the product of (a) the sum of (i) 83,691,063, the number of LGEC Class A common shares outstanding as of January 23, 2025, (ii) 98,319, the number of LGEC Class A common shares issuable in respect of outstanding awards of restricted stock units as of January 23, 2025, (iii) 2,183,112 the number of LGEC Class A common shares issuable in respect of options to purchase LGEC Class A common shares (excluding performance-based vesting awards) that were issued by Lionsgate outstanding as of January 23, 2025 and (iv) 110,503, the number of LGEC Class A common shares issuable in respect of performance-based vesting stock options to purchase LGEC Class A common shares that were issued by Lionsgate and outstanding as of January 23, 2025, multiplied by |
(2) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c), 457(f) and 457(h) under the Securities Act. Such amount was calculated based upon the market value of the LGEC Class A common shares as follows: the sum of multiplied by multiplied by |
(3) | Calculated in accordance with Section 6(b) of the Securities Act at a rate equal to $153.10 per $1,000,000 of the proposed maximum aggregate offering price. |
(4) | Represents the estimated maximum number of common shares, no par value per share (the “New Lionsgate Class B shares”), of New Lionsgate that may be issued to holders of Class B non-voting common shares (the “LGEC Class B common shares”) of Lionsgate in connection with the Initial Share Exchange based on the product of (a) the sum of multiplied by |
(5) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c), 457(f) and 457(h) under the Securities Act. Such amount was calculated based upon the market value of the LGEC Class B common shares as follows: the sum of multiplied by multiplied by |
(6) | Represents the estimated maximum number of Lionsgate Studios Holding Corp. common shares, no par value per share (the “New Lionsgate new common shares”) that may be issued in connection with the Transactions described in the joint proxy statement/prospectus to all holders of certain stock options (the “SEAC Options”) of Lionsgate Studios Corp. (“LG Studios”), calculated as the product of (a) up to 2,200,000 common shares, no par value per share (the “LG Studios common shares”) of LG Studios issuable upon exercise of the SEAC Options, multiplied by |
(7) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rule 457(f) under the Securities Act. Such value equals the product of (a) up to 2,200,000 shares of common stock of LG Studios issuable upon exercise of the SEAC Options, multiplied by (b) $6.88, the average of the high and low prices per LG Studios common share as reported on the Nasdaq Global Select Market on January 23, 2025. |
(8) | Represents the estimated maximum number of New Lionsgate new common shares that may be issued in connection with the Transactions described in the joint proxy statement/prospectus to all holders of LG Studios common shares, calculated as (A) the product of (a) 288,681,224, the number of LG Studios common shares outstanding as of January 23, 2025, multiplied by less multiplied by |
(9) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rule 457(f) under the Securities Act. Such value equals the product of (A) (a) 288,681,224, the number of LG Studios common shares outstanding as of January 23, 2025, less multiplied by |
(10) | Represents the estimated maximum number of common shares, no par value per share (the “Starz common shares”), of Starz Entertainment Corp. (f/k/a Lions Gate Entertainment Corp.) (“Starz”) and New Lionsgate new common shares that may be issued to holders of LGEC Class A common shares in connection with the Transactions based on the product of (a) the sum of multiplied by |
(11) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c), 457(f) and 457(h) under the Securities Act. Such amount was calculated based upon the market value of the LGEC Class A common shares as follows: the sum of multiplied by multiplied by |
(12) | Represents the estimated maximum number of Starz common shares and New Lionsgate new common shares that may be issued to holders of LGEC Class B common shares in connection with the Transactions based on the product of (a) the sum of multiplied by |
(13) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c), 457(f) and 457(h) under the Securities Act. Such amount was calculated based upon the market value of the LGEC Class B common shares as follows: the sum of multiplied by multiplied by |
(14) | Represents the estimated number of New Lionsgate new common shares that may be issued in connection with the Transactions described in the joint proxy statement/prospectus to all holders of LG Studios common shares, calculated as the product of (a) 288,681,224, the number of LG Studios common shares outstanding as of September 30, 2024, multiplied by |
(15) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rule 457(f) under the Securities Act. Such value equals the product of (a) 288,681,224, the number of LG Studios common shares outstanding as of September 30, 2024, multiplied by |