STARZ Entertainment Corp.
07/29/2025 | Press release | Distributed by Public on 07/29/2025 14:56
Amendment to Annual Report (Form 10-K/A)
This Amendment No. 1 on Form 10-K/A (this "Form 10-K/A") amends Starz Entertainment Corp.'s (the "Company," "Starz," "we," "us" or "our") Annual Report on Form 10-K for the year ended March 31, 2025, originally filed with the Securities and Exchange Commission (the "SEC") on June 26, 2025 (the "Original Filing"). We are filing this Form 10-K/A pursuant to General Instruction G(3) of Form 10-K, as we will not file a definitive proxy statement for the 2025 fiscal year containing the information described below before the 120th day after the end of our last fiscal year. Accordingly, this Form 10-K/A is being filed solely to:
•amend Part III, Items 10, 11, 12, 13 and 14 of the Original Filing to include the information required by and not included in such Items; and
•file new certifications of our principal executive officer and principal financial officer as exhibits to this Form 10/K-A under Item 15 of Part IV hereof pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and to Section 302 of the Sarbanes-Oxley Act of 2002.
This Form 10-K/A does not amend or otherwise update any other information in the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. This Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update disclosures affected by subsequent events.
Separation
Prior to the Separation, as defined and further discussed below, Starz Entertainment Corp. (the "Starz Business") substantially consisted of Lions Gate Entertainment Corp's ("Old Lionsgate" or "Parent") Media Networks segment consisting of (i) Starz Networks, which includes the domestic distribution of STARZ branded premium subscription video services through over-the-top ("OTT") streaming platforms and distributors, on a direct-to-consumer basis through the Starz App and through wholesale U.S. and Canada OTT and multichannel video programming distributors ("MVPDs"), including cable operators, satellite television providers and telecommunications companies (in the aggregate the "Starz Platform"), and (ii) International, which at that time primarily consisted of the OTT distribution of subscription video services outside the U.S. and Canada. Old Lionsgate also had a subsidiary Lionsgate Studios Corp. (formerly trading on the Nasdaq Stock Market under the ticker symbol LION) ("Legacy Lionsgate Studios") that included the company's motion picture and television studio operations (collectively referred to as the "LG Studios Business").
On May 6, 2025, Old Lionsgate, through a series of transactions contemplated by the arrangement agreement, dated as of January 29, 2025, as amended by an agreement, dated as of March 12, 2025 (as amended, the "Arrangement Agreement") completed the separation of the LG Studios Business from the Starz Business (the "Separation"). As a result of the Arrangement Agreement, the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) Old Lionsgate, which was renamed "Starz Entertainment Corp." and holds, directly and through subsidiaries, the Starz Business previously held by Old Lionsgate, and (2) Lionsgate Studios Holding Corp. ("New Lionsgate"), which was renamed "Lionsgate Studios Corp." and holds, directly and through subsidiaries, the LG Studios Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders.
Because the Separation occurred after the end of the fiscal year ended March 31, 2025, the information set forth in Item 11 of this Form 10-K/A for fiscal year 2025 reflects the compensation decisions regarding, and the compensation actually paid to, Old Lionsgate's executive officers and directors.
FORWARD-LOOKING STATEMENTS
This Form 10-K/A includes statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "potential," "anticipates," "expects," "intends," "plans," "projects," "forecasts," "may," "will," "could," "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include
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