SEC Comment Letter 0000000000-25-000381 to Lionsgate Studios Holding Corp. (CIK 0002040106)
Lionsgate Studios Holding Corp. (CIK 0002040106)
Date: Jan. 14, 2025 · CIK: 0002040106 · Accession: 0000000000-25-000381
AI Filing Summary & Sentiment
File numbers found in text: 333-282630
Letter
January 14, 2025 James W. Barge Chief Financial Officer Lions Gate Entertainment Corp. 250 Howe Street, 20th Floor Vancouver, British Columbia V6C 3R8 Adrian Kuzycz Chief Executive Officer Lionsgate Studios Holding Corp. 250 Howe Street, 20th Floor Vancouver, British Columbia V6C 3R8 Re:Lions Gate Entertainment Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024 File No. 333-282630 Dear James W. Barge and Adrian Kuzycz: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 23, 2024 letter. Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024 Background of the Transactions, page 115 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 1.
January 14, 2025 Page 2 to make similar revisions for each of the other agreements relating to the transactions (as listed on pages 462-464). 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. Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Mark A. Stagliano
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January 14, 2025
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Adrian Kuzycz
Chief Executive Officer
Lionsgate Studios Holding Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 31, 2024
File No. 333-282630
Dear James W. Barge and Adrian Kuzycz:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 23, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024
Background of the Transactions, page 115
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 1.
January 14, 2025
Page 2
to make similar revisions for each of the other agreements relating to the transactions
(as listed on pages 462-464).
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.
Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mark A. Stagliano