Correspondence 0001193125-25-013463 from STARZ ENTERTAINMENT CORP /CN/ (STRZ)
STARZ ENTERTAINMENT CORP /CN/
Date: Jan. 27, 2025 · CIK: 0000929351 · Accession: 0001193125-25-013463
AI Filing Summary & Sentiment
File numbers found in text: 333-282630
Letter
[Letterhead of Wachtell, Lipton, Rosen & Katz]
January 27, 2025
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attention: Robert Shapiro
Joel Parker
Cara Wirth
Taylor Beech
Re: Lions Gate Entertainment Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 31, 2024
File No. 333-282630
Ladies and Gentlemen:
On behalf of our client, Lions Gate Entertainment Corp. (“Lionsgate”), we are providing Lionsgate’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated January 14, 2025, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”).
Lionsgate has filed via EDGAR Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”), which reflects Lionsgate’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by Lionsgate’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in this letter shall have the meanings set forth in the Amended Registration Statement.
Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024
Background of the Transactions, page 115
1. We note that LGEC and StudioCo entered into the Tax Matters Agreement on May 9, 2024. Please revise the Background section to disclose any material discussions or negotiations associated with entering into such agreement. Additionally, please revise to make similar revisions for each of the other agreements relating to the transactions (as listed on pages 462-464).
Response: Lionsgate has revised the disclosure on pages 119 and 126 of the Amended Registration Statement in response to the Staff’s comment.
January 27, 2025
Page 2
General
2. We have reviewed your response to prior comment 7. Please provide your analysis regarding why the payment of a filing fee is not required pursuant to Section 6(b) of the Securities Act and Securities Act Rule 457(f). Alternatively, please revise to pay the filing fee.
Response: Lionsgate has revised the disclosure on Exhibit 107 filed with the Amended Registration Statement to pay the filing fee in response to the Staff’s comments.
* * *
If you have any questions related to this letter, please do not hesitate to contact Fabiola Urdaneta at (212) 403-1121.
Sincerely
By:
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CORRESP 1 filename1.htm CORRESP [Letterhead of Wachtell, Lipton, Rosen & Katz] January 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Robert Shapiro Joel Parker Cara Wirth Taylor Beech Re: Lions Gate Entertainment Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024 File No. 333-282630 Ladies and Gentlemen: On behalf of our client, Lions Gate Entertainment Corp. (“Lionsgate”), we are providing Lionsgate’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated January 14, 2025, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). Lionsgate has filed via EDGAR Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”), which reflects Lionsgate’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by Lionsgate’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in this letter shall have the meanings set forth in the Amended Registration Statement. Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024 Background of the Transactions, page 115 1. We note that LGEC and StudioCo entered into the Tax Matters Agreement on May 9, 2024. Please revise the Background section to disclose any material discussions or negotiations associated with entering into such agreement. Additionally, please revise to make similar revisions for each of the other agreements relating to the transactions (as listed on pages 462-464). Response: Lionsgate has revised the disclosure on pages 119 and 126 of the Amended Registration Statement in response to the Staff’s comment. January 27, 2025 Page 2 General 2. We have reviewed your response to prior comment 7. Please provide your analysis regarding why the payment of a filing fee is not required pursuant to Section 6(b) of the Securities Act and Securities Act Rule 457(f). Alternatively, please revise to pay the filing fee. Response: Lionsgate has revised the disclosure on Exhibit 107 filed with the Amended Registration Statement to pay the filing fee in response to the Staff’s comments. * * * If you have any questions related to this letter, please do not hesitate to contact Fabiola Urdaneta at (212) 403-1121. Sincerely By: /s/ Fabiola Urdaneta Name: Fabiola Urdaneta Enclosures cc: Bruce Tobey Executive Vice President and General Counsel Lions Gate Entertainment Corp. Adrian Kuzycz Executive Vice President and Associate General Counsel Lions Gate Entertainment Corp. David Shapiro Wachtell, Lipton, Rosen & Katz Mark A. Stagliano Wachtell, Lipton, Rosen & Katz