Filing Details
- Accession Number:
- 0000947871-25-000472
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-07 20:00:00
- Filed By:
- Liberty Global Ltd.
- Company:
- Starz Entertainment Corp (NYSE:LGF)
- Filing Date:
- 2025-05-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Liberty Global Ltd. | 0 | 469,065 | 0 | 469,065 | 469,065 | 2.8% |
| Liberty Global Ventures Limited | 0 | 469,065 | 0 | 469,065 | 469,065 | 2.8% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
Starz Entertainment Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
855919106 (CUSIP Number) |
Bryan H. Hall Liberty Global Ltd., 1550 Wewatta Street, Suite 1000 Denver, CO, 80202 1-303-220-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 855919106 |
| 1 |
Name of reporting person
Liberty Global Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
469,065.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The amounts listed above do not include the (A) 2,524,509 common shares, no par value (the "Starz Common Shares"), of Starz Entertainment Corp. (the "Issuer") held by various funds affiliated with MHR Fund Management LLC ("MHR") and Mark H. Rachesky ("Dr. Rachesky") or (B) 353,334 Starz Common Shares held by a subsidiary of Warner Bros. Discovery, Inc. ("Discovery"), of which the reporting persons may be deemed to have beneficial ownership as a result of the Starz Voting Agreement. See Items 5 and 6 of this Schedule 13D.
The percentage calculated in Row (13) is based on an aggregate 16,721,810 Starz Common Shares outstanding as of May 6, 2025, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 855919106 |
| 1 |
Name of reporting person
Liberty Global Ventures Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
469,065.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amounts listed above do not include (A) 2,524,509 Starz Common Shares held by various funds affiliated with MHR and Dr. Rachesky or (B) 353,334 Starz Common Shares held by a subsidiary of Discovery, of which the reporting persons may be deemed to have beneficial ownership as a result of the Starz Voting Agreement. See Items 5 and 6 of this Schedule 13D.
The percentage calculated in Row (13) is based on an aggregate 16,721,810 Starz Common Shares outstanding as of May 6, 2025, based on information provided by the Issuer to the Reporting Persons.
This Amendment No. 10 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on November 20, 2015 (the "Original Schedule 13D") and amended by Amendment No. 1 filed June 30, 2016 ("Amendment No. 1"), Amendment No. 2 filed February 10, 2017 ("Amendment No. 2"), Amendment No. 3 filed September 3, 2019 ("Amendment No. 3"), Amendment No. 4 filed September 6, 2019 ("Amendment No. 4"), Amendment No. 5 filed September 8, 2020 ("Amendment No. 5"), Amendment No. 6 filed September 18, 2020 ("Amendment No. 6"), Amendment No. 7 filed May 15, 2024 ("Amendment No. 7"), Amendment No. 8 filed January 29, 2025 ("Amendment No. 8") and Amendment No. 9 filed January 29, 2025 ("Amendment No. 9"), with respect to the Issuer (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the "Schedule 13D"). Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Schedule 13D. Unless specifically amended hereby, the disclosure set forth in the Schedule 13D remains unchanged.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, no par value |
| (b) | Name of Issuer:
Starz Entertainment Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
250 Howe Street, 20th Floor, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 3R8. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented to include the following information:
On May 6, 2025, the Issuer completed the Separation Transactions (as defined in Item 6 of the Schedule 13D). Following the completion of the Separation Transactions, the Issuer consolidated the Starz Common Shares on a 15-to-1 basis, such that every fifteen (15) Starz Common Shares were consolidated into one (1) Starz Common Share (the "Reverse Stock Split"). As a result of the Separation Transactions and the Reverse Stock Split, the 4,049,972 Voting Shares and 2,500,000 Non-Voting Shares held by LGVL immediately prior to the consummation of the Separation Transactions were converted into an aggregate of 469,065 Starz Common Shares. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each Reporting Person to Rows (7) through (13) of their respective cover pages to this Statement are incorporated herein by reference.
LGVL holds all 469,065 of the Starz Common Shares directly. Because LGVL is a direct wholly owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the 469,065 Starz Common Shares and share voting and dispositive power over the Starz Common Shares with LGVL.
The Reporting Persons are required to vote the Starz Common Shares in respect of certain matters in accordance with the Starz Voting Agreement (as defined in Item 6 of the Schedule 13D). See the description of the Starz Voting Agreement in Item 6 of the Schedule 13D, which is incorporated herein by reference.
The beneficial ownership information set forth above does not include any securities of the Issuer beneficially owned by the Seller Funds or their affiliates (including MHR and Mark H. Rachesky, M.D., the Non-Executive Chairman of the Issuer's Board ("Dr. Rachesky")), Discovery or DLIL (together, the "Other Parties"). As a result of the Starz Investor Rights Agreement and Starz Voting Agreement described in Item 6 of the Schedule 13D, the Reporting Persons may be deemed to beneficially own and share voting and/or dispositive power over the Starz Common Shares beneficially owned by the Other Parties and their respective affiliates. Based on a Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 8, 2025, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr. Rachesky, various funds affiliated with MHR Fund Management (including the Seller Funds) and Dr. Rachesky beneficially own an aggregate of 2,524,509 Starz Common Shares (approximately 15.1% of the total number of Starz Common Shares outstanding). Based on a Schedule 13D filed with the SEC on May 8, 2025, by Discovery, Discovery and DLIL beneficially own an aggregate of 353,334 Starz Common Shares (approximately 2.1% of the total number of Starz Common Shares outstanding).
This Statement is not an admission or acknowledgment that the Reporting Persons constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Act with any or all of the Other Parties. |
| (b) | Item 5(a) of this Statement is incorporated herein by reference. |
| (c) | Not applicable. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information:
Completion of Separation Transactions
On May 6, 2025, the Issuer completed the Separation Transactions. In connection with the completion of the Separation Transactions, Starz, LGVL, Liberty Global and the other parties thereto entered into the Starz Investor Rights Agreement, the Starz Voting Agreement and the Starz Registration Rights Agreement, which are included as, respectively, Exhibits 99.19, 99.20 and 99.21 to this Statement and incorporated herein by reference.
Effect of Reverse Stock Split on Starz Investor Rights Agreement
Following the completion of the Separation Transactions, the Issuer effected the Reverse Stock Split. After giving effect to the Reverse Stock Split, under the Starz Investor Rights Agreement, (1) for so long as Liberty Global and Discovery and their respective controlled affiliates beneficially own at least 666,666 Starz Common Shares in the aggregate, Starz must include one designee of Liberty Global and one designee of Discovery on its slate of director nominees for election to the Starz Board at each future annual meeting of Starz's shareholders, (2) for so long as Liberty Global and Discovery and their respective controlled affiliates beneficially own at least 333,333, but less than 666,666, Starz Common Shares in the aggregate, Starz must include one designee of Liberty Global and Discovery, collectively, on its slate of director nominees for election to the Starz Board at each future annual meeting of Starz's shareholders, selected by (a) Liberty Global, if Liberty Global and its controlled affiliates exceed such 333,333 share threshold, but Discovery and its controlled affiliates did not, (b) Discovery, if Discovery and its controlled affiliates exceed such 333,333 share threshold, but Liberty Global and its controlled affiliates did not, and (c) Liberty Global and Discovery, jointly, if neither Liberty Global nor Discovery (together with their respective controlled affiliates) exceeds such 333,333 share threshold. Bruce Mann will be the initial designee of Liberty Global, (3) for so long as funds affiliated with MHR beneficially own at least 666,666 Starz Common Shares in the aggregate, Starz must include three designees of MHR (at least one of whom will be an independent director and will be subject to approval of the Starz Board) on its slate of director nominees for election to the Starz Board at each future annual meeting of Starz's shareholders, (4) for so long as funds affiliated with MHR beneficially own at least 500,000 Starz Common Shares, but less than 666,666 Starz Common Shares, in the aggregate, Starz must include two designees of MHR on its slate of director nominees for election to the Starz Board at each future annual meeting of Starz's shareholders, and (5) for so long as funds affiliated with MHR beneficially own at least 333,333 Starz Common Shares, but less than 500,000 Starz Common Shares, in the aggregate, Starz must include one designee of MHR on its slate of director nominees for election to the Starz Board at each future annual meeting of Starz's shareholders. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Description
------------- -------------------------------------------------------------------------------------------------------
99.1 Share Purchase Agreement, dated as of November 10, 2015, among LGVL, DLIL,
the Seller Funds and, solely for purposes of Section 5.03 thereof, Liberty
Global and Discovery (incorporated herein by reference to Exhibit 99.1 to the
Amendment No. 20 to Schedule 13D filed by MHR Institutional Partners III LP, MHR
Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and
Dr. Rachesky with the SEC on November 13, 2015).
https://www.sec.gov/Archives/edgar/data/929351/000095010315008841/dp61153_ex9901.htm
99.2 PPV Confirmation, dated as of November 12, 2015, between LGVL and Bank of
America (incorporated herein by reference to Exhibit 99.2 to the Original
Schedule 13D).
https://www.sec.gov/Archives/edgar/data/929351/000094787115000848/ss464431_ex9902.htm
99.3 Pledge Agreement, dated as of November 12, 2015, between LGVL and Bank of
America (incorporated herein by reference to Exhibit 99.3 to the Original
Schedule 13D).
https://www.sec.gov/Archives/edgar/data/929351/000094787115000848/ss464431_ex9903.htm
99.4 Reclassification Adjustment Confirmation, dated as of February 10, 2017,
from Bank of America to LGVL (incorporated herein by reference to Exhibit 99.4
to Amendment No. 2).
https://www.sec.gov/Archives/edgar/data/929351/000094787117000112/ss30773_ex994.htm
99.5 Investor Rights Agreement, dated as of November 10, 2015, among MHR, LGVL,
DLIL, the Issuer, Liberty Global, Discovery and the Seller Funds (incorporated
herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (file
number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
https://www.sec.gov/Archives/edgar/data/929351/000119312515373657/d25245dex101.htm
99.6 Voting and Standstill Agreement, dated as of November 10, 2015, among the
Issuer, the Seller Funds, LGVL, DLIL, John C. Malone, MHR, Liberty Global,
Discovery (incorporated herein by reference to Exhibit 10.2 to the Current
Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on
November 10, 2015).
https://www.sec.gov/Archives/edgar/data/929351/000119312515373657/d25245dex102.htm
99.7 Registration Rights Agreement, dated as of November 10, 2015, between the
Issuer and LGVL (incorporated herein by reference to Exhibit 10.4 to the Current
Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on
November 10, 2015).
https://www.sec.gov/Archives/edgar/data/929351/000119312515373657/d25245dex103.htm
99.8 Joint Filing Agreement, dated as of November 20, 2015, between LGVL and
Liberty Global (incorporated herein by reference to Exhibit 99.8 to the Original
Schedule 13D).
https://www.sec.gov/Archives/edgar/data/929351/000094787115000848/ss464431_ex9908.htm
99.9 Amendment No. 1 to Investor Rights Agreement, dated as of June 30, 2016,
among MHR, LGVL, DLIL, the Issuer, Liberty Global, Discovery and the Seller
Funds (incorporated herein by reference to Exhibit 99.9 to Amendment No. 1).
https://www.sec.gov/Archives/edgar/data/929351/000094787116001317/ss951_ex9909.htm
99.10 Amendment to Voting and Standstill Agreement, dated as of June 30, 2016,
among the Issuer, the Seller Funds, LGVL, DLIL, John C. Malone, MHR, Liberty
Global and Discovery (incorporated herein by reference to Exhibit 99.10 to
Amendment No. 1).
https://www.sec.gov/Archives/edgar/data/929351/000094787116001317/ss951_ex9910.htm
99.11 Investor Rights Agreement, dated as of May 13, 2024, among MHR, LGVL,
DLIL, Studios, Liberty Global, Discovery and the Seller Funds (incorporated
herein by reference to Exhibit 10.10 to the Registration Statement on Form S-1
(file number 333-278849) filed by Studios on May 14, 2024).
https://www.sec.gov/Archives/edgar/data/2006191/000119312524137683/d827569dex1010.htm
99.12 Amendment to Voting and Standstill Agreement, dated as of May 13, 2024,
among the Issuer, Studios, the Seller Funds, LGVL, DLIL, MHR, Liberty Global and
Discovery (incorporated herein by reference to Exhibit 10.9 to the Registration
Statement on Form S-1 (file number 333-278849) filed by Studios on May 14,
2024).
https://www.sec.gov/Archives/edgar/data/2006191/000119312524137683/d827569dex109.htm
99.13 Form of Investor Rights Agreement, by and among New Lionsgate, LGVL,
Liberty Global, MHR and the Seller Funds (incorporated herein by reference to
Exhibit 10.23 to the Registration Statement on Form S-4 (file number 333-282630)
filed by the Issuer on January 27, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525013443/d860983ds4a.htm#anxz
99.14 Form of Voting Agreement, by and among New Lionsgate, LGVL, Liberty
Global, MHR and the Seller Funds (incorporated herein by reference to Exhibit
10.24 to the Registration Statement on Form S-4 (file number 333-282630) filed
by the Issuer on January 27, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525013443/d860983ds4a.htm#anxaa
99.15 Form of Registration Rights Agreement, between New Lionsgate and LGVL
(incorporated herein by reference to Exhibit 10.26 to the Registration Statement
on Form S-4 (file number 333-282630) filed by the Issuer on January 27, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525013443/d860983ds4a.htm#anxcc
99.16 Form of Investor Rights Agreement, by and among the Issuer, LGVL, DLIL,
Liberty Global, Discovery, MHR and the Seller Funds (incorporated herein by
reference to Exhibit 10.27 to the Registration Statement on Form S-4 (file
number 333-282630) filed by the Issuer on January 27, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525013443/d860983ds4a.htm#anxdd
99.17 Form of Voting Agreement, by and among the Issuer, LGVL, DLIL, Liberty
Global, Discovery, MHR and the Seller Funds (incorporated herein by reference to
Exhibit 10.28 to the Registration Statement on Form S-4 (file number 333-282630)
filed by the Issuer on January 27, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525013443/d860983ds4a.htm#anxee
99.18 Form of Registration Rights Agreement, between the Issuer and LGVL
(incorporated herein by reference to Exhibit 10.31 to the Registration Statement
on Form S-4 (file number 333-282630) filed by the Issuer on January 27, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525013443/d860983ds4a.htm#anxhh
99.19 Investor Rights Agreement, dated as of May 6, 2025, by and among the
Issuer, LGVL, DLIL, Liberty Global, Discovery, MHR and the Seller Funds
(incorporated herein by reference to Exhibit 10.13 to the Current Report on Form
8-K filed by the Issuer on May 7, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/d864362dex1013.htm
99.20 Voting Agreement, dated as of May 6, 2025, by and among the Issuer, LGVL,
DLIL, Liberty Global, Discovery, MHR and the Seller Funds (incorporated herein
by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by the
Issuer on May 7, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/d864362dex109.htm
99.21 Registration Rights Agreement, dated as of May 6, 2025, between Starz and
LGVL (incorporated herein by reference to Exhibit 10.12 to the Current Report on
Form 8-K filed by the Issuer on May 7, 2025).
https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/d864362dex1012.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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