Filing Details
- Accession Number:
- 0000950170-25-081704
- Form Type:
- 13D Filing
- Publication Date:
- 2025-06-03 20:00:00
- Filed By:
- MHR Fund Management
- Company:
- Starz Entertainment Corp (NYSE:STRZ)
- Filing Date:
- 2025-06-04
- 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 |
|---|---|---|---|---|---|---|
| MHR INSTITUTIONAL PARTNERS III LP | 1,678,258 | 0 | 1,678,258 | 0 | 1,678,258 | 10% |
| MHR INSTITUTIONAL ADVISORS III LLC | 1,678,258 | 0 | 1,678,258 | 0 | 1,678,258 | 10% |
| MHR FUND MANAGEMENT LLC | 2,863,232 | 0 | 2,863,232 | 0 | 2,863,232 | 17.1% |
| MHR HOLDINGS LLC | 2,863,232 | 0 | 2,863,232 | 0 | 2,863,232 | 17.1% |
| MARK H. RACHESKY, M.D. | 2,879,319 | 0 | 2,879,319 | 0 | 2,879,319 | 17.2% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 32)
|
Starz Entertainment Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
855919106 (CUSIP Number) |
Janet Yeung MHR Fund Management LLC, 40 West 57th Street, Floor 24 New York, NY, 10019 (212) 262-0005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/02/2025 (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
MHR INSTITUTIONAL PARTNERS III LP | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,678,258.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 855919106 |
| 1 |
Name of reporting person
MHR INSTITUTIONAL ADVISORS III LLC | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,678,258.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 855919106 |
| 1 |
Name of reporting person
MHR FUND MANAGEMENT LLC | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,863,232.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 855919106 |
| 1 |
Name of reporting person
MHR HOLDINGS LLC | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,863,232.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 855919106 |
| 1 |
Name of reporting person
MARK H. RACHESKY, M.D. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,879,319.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
This statement on Schedule 13D (this "Statement") amends and supplements, as Amendment No. 32, the Schedule 13D filed on March 18, 2009 (the "Original Schedule 13D"), which was amended on July 13, 2009 by Amendment No.1 to the Original Schedule 13D ("Amendment No. 1"), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D ("Amendment No. 2"), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D ("Amendment No. 3"), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D ("Amendment No. 4"), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D ("Amendment No. 5"), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D ("Amendment No. 6"), on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D ("Amendment No. 7"), on September 8, 2011 by Amendment No. 8 to the Original Schedule 13D ("Amendment No. 8"), on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D ("Amendment No. 9"), on October 17, 2011 by Amendment No. 10 to the Original Schedule 13D ("Amendment No. 10"), on January 19, 2012 by Amendment No. 11 to the Original Schedule 13D ("Amendment No. 11"), on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D ("Amendment No. 12"), on May 14, 2012 by Amendment No.13 to the Original Schedule 13D ("Amendment No. 13"), on January 10, 2013 by Amendment No. 14 to the Original Schedule 13D ("Amendment No. 14"), on June 3, 2013 by Amendment No. 15 to the Original Schedule 13D ("Amendment No. 15"), on January 30, 2015 by Amendment No. 16 to the Original Schedule 13D ("Amendment No. 16"), on April 9, 2015 by Amendment No. 17 to the Original Schedule 13D ("Amendment No. 17"), on April 30, 2015 by Amendment No. 18 to the Original Schedule 13D ("Amendment No. 18"), on September 4, 2015 by Amendment No. 19 to the Original Schedule 13D ("Amendment No. 19"), on November 13, 2015 by Amendment No. 20 to the Original Schedule 13D ("Amendment No. 20"), on February 5, 2016 by Amendment No. 21 to the Original Schedule 13D ("Amendment No. 21"), on July 1, 2016 by Amendment No. 22 to the Original Schedule 13D ("Amendment No. 22"), on December 9, 2016 by Amendment No. 23 to the Original Schedule 13D ("Amendment No. 23"), on December 21, 2018 by Amendment No. 24 to the Original Schedule 13D ("Amendment No. 24"), on October 3, 2019 by Amendment No. 25 to the Original Schedule 13D ("Amendment No. 25"), on March 17, 2020 by Amendment No. 26 to the Original Schedule 13D ("Amendment No. 26"), on May 6, 2020 by Amendment No. 27 to the Original Schedule 13D ("Amendment No. 27"), on November 21, 2022 by Amendment No. 28 to the Original Schedule 13D ("Amendment No. 28"), on May 13, 2024 by Amendment No. 29 to the Original Schedule 13D ("Amendment No. 29"), on January 28, 2025 by Amendment No. 30 to the Original Schedule 13D ("Amendment No. 30"), and on May 8, 2025 by Amendment No. 31 to the Original Schedule 13D ("Amendment No. 31" and together with Amendment No. 1 through Amendment No. 30 and the Original Schedule 13D, the "Schedule 13D") and relates to Common Shares, no par value per share (the "Common Shares"), of Starz Entertainment Corp., formerly known as Lions Gate Entertainment Corp. (the "Issuer"). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 31.
SCHEDULE 13D
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| 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,
CANADA (FEDERAL LEVEL)
, V6C 3R8. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended by adding the following paragraph:
The source of funds for the purchase reported in this Statement by Master Account and Capital Partners (100) will be the working capital of Master Account and Capital Partners (100), respectively.
| |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated as follows:
The percentages set forth below are calculated based on 16,721,810 Common Shares outstanding as of May 6, 2025, as reported to the Reporting Persons by the Issuer.
(a)(i) Master Account may be deemed to be the beneficial owner of 471,153 Common Shares held for its own account (approximately 2.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1) (i) under the Act).
(ii) Capital Partners (100) may be deemed to be the beneficial owner of 61,886 Common Shares held for its own account (approximately 0.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3 (d)(1)(i) under the Act).
(iii) Advisors may be deemed to be the beneficial owner of 533,039 Common Shares (approximately 3.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 471,153 Common Shares held for the account of Master Account and (B) 61,886 Common Shares held for the account of Capital Partners (100).
(iv) MHRC may be deemed to be the beneficial owner of 533,039 Common Shares (approximately 3.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5(a)(iii) by virtue of MHRC's position as the managing member of Advisors.
(v) Institutional Partners II may be deemed to be the beneficial owner of 97,963 Common Shares held for its own account (approximately 0.6% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3 (d)(1)(i) under the Act).
(vi) Institutional Partners IIA may be deemed to be the beneficial owner of 246,799 Common Shares held for its own account (approximately 1.5% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-
3(d)(1)(i) under the Act).
(vii) Institutional Advisors II may be deemed to be the beneficial owner of 344,762 Common Shares (approximately 2.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 97,963 Common Shares held for the account of Institutional Partners II and (B) 246,799 Common Shares held for the account of Institutional Partners IIA.
(viii) MHRC II may be deemed to be the beneficial owner of 344,762 Common Shares (approximately 2.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5(a)(vii) by virtue of MHRC II's position as the managing member of Institutional Advisors II.
(ix) Institutional Partners III may be deemed to be the beneficial owner of 1,678,258 Common Shares held for its own account (approximately 10.0% of the total number of Common Shares outstanding, calculated in accordance with Rule
13d-3(d)(1)(i) under the Act).
(x) Institutional Advisors III may be deemed to be the beneficial owner of 1,678,258 Common Shares (approximately 10.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the
Act). This number consists of 1,678,258 Common Shares held for the account of Institutional Partners III.
(xi) Institutional Partners IV may be deemed to be the beneficial owner of 307,173 Common Shares held for its own account (approximately 1.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-
3(d)(1)(i) under the Act).
(xii) Institutional Advisors IV may be deemed to be the beneficial owner of 307,173 Common Shares (approximately 1.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the
Act). This number consists of 307,173 Common Shares held for the account of Institutional Partners IV.
(xiii) Fund Management may be deemed to be the beneficial owner of 2,863,232 Common Shares (approximately 17.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5 by virtue of Fund Management's investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, and Institutional Partners IV.
(xiv) MHR Holdings may be deemed to be the beneficial owner of 2,863,232 Common Shares (approximately 17.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5 by virtue of MHR Holding's position as the managing member of Fund Management and Fund Management's investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, and Institutional Partners IV.
(xv) Dr. Rachesky may be deemed to be the beneficial owner of 2,879,319 Common Shares (approximately 17.2% of the total number of shares of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (a) all of the Common Shares otherwise described in this Item 5 by virtue of Dr. Rachesky's position as the managing member of each of MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings, (b) 118 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one remaining annual installment on September 13, 2025, (c) 1,358 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one remaining annual installment on November 29, 2025, and (d) 14,611 Common Shares held directly.
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| (b) | (b)(i) Master Account may be deemed to have (x) the sole power to direct the disposition of 471,153 Common Shares which may be deemed to be beneficially owned by Master Account as described above, and (y) the sole power to direct the voting of 471,153 Common Shares which may be deemed to be beneficially owned by Master Account as described above.
(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 61,886 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above, and (y) the sole power to direct the voting of 61,886 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.
(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 533,039 Common Shares which may be deemed to be beneficially owned by Advisors as described above, and (y) the sole power to direct the voting of
533,039 Common Shares which may be deemed to be beneficially owned by Advisors as described above.
(iv) MHRC may be deemed to have (x) the sole power to direct the disposition of 533,039 Common Shares which may be deemed to be beneficially owned by MHRC as described above, and (y) the sole power to direct the voting of
533,039 Common Shares which may be deemed to be beneficially owned by MHRC as described above.
(v) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 97,963 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above, and (y) the sole power to direct the voting of 97,963 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.
(vi) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 246,799 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above, and (y) the sole power to direct the voting of 246,799 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.
(vii) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 344,762 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above, and (y) the sole power to direct the voting of 344,762 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.
(viii) MHRC II may be deemed to have (x) the sole power to direct the disposition of 344,762 Common Shares which may be deemed to be beneficially owned by MHRC II as described above, and (y) the sole power to direct the voting of
344,762 Common Shares which may be deemed to be beneficially owned by MHRC II as described above.
(ix) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above, and (y) the sole power to direct the voting of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above.
(x) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above, and (y) the sole power to direct the voting of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above.
(xi) Institutional Partners IV may be deemed to have (x) the sole power to direct the disposition of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Partners IV as described above, and (y) the sole power to direct the voting of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Partners IV as described above.
(xii) Institutional Advisors IV may be deemed to have (x) the sole power to direct the disposition of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Advisors IV as described above, and (y) the sole power to direct the voting of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Advisors IV as described above.
(xiii) Fund Management may be deemed to have (x) the sole power to direct the disposition of 2,863,232 Common Shares which may be deemed to be beneficially owned by Fund Management as described above, and (y) the sole power to direct the voting of 2,863,232 Common Shares which may be deemed to be beneficially owned by Fund Management as described above.
(xiv) MHR Holdings may be deemed to have (x) the sole power to direct the disposition of 2,863,232 Common Shares which may be deemed to be beneficially owned by MHR Holdings as described above, and (y) the sole power to direct the voting of 2,863,232 Common Shares which may be deemed to be beneficially owned by MHR Holdings as described above.
(xv) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 2,879,319 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 2,879,319 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.
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| (c) | Not Applicable
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| (d) | (d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Master Account in accordance with their partnership interests in Master Account.
(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).
(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.
(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.
(v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.
(v) The partners of Institutional Partners IV, including Institutional Advisors IV, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IV in accordance with their partnership interests in Institutional Partners IV.
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| (e) | Not Applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On June 2, 2025, Master Account and Capital Partners (100) entered into an agreement (the "Purchase Agreement") with certain entities affiliated with Discovery Lightning Investments Ltd. ("Discovery") pursuant to which Master Account and Capital Partners (100) agreed to purchase 353,334 Common Shares for aggregate cash consideration of US$5,000,000.00.
The preceding description is qualified in its entirety by reference to the terms of the Purchase Agreement, filed as Exhibit 1 to this Statement and are incorporated into this Item 6 by reference.
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| Item 7. | Material to be Filed as Exhibits. |
Exhibit No. Description
1 Purchase Agreement, dated as of June 2 , 2025, by and among Master Account, Capital Partners (100) and Discovery.
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| 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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