Business Context and Reporting Period
This Form 8-K is filed by Lions Gate Entertainment Corp. (not Starz Entertainment Corp.) on December 19, 2019. The report details an unregistered sale of equity securities pursuant to a 2016 agreement with AT&T Media Holdings related to the acquisition of Starz.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or debt levels. The only financial data disclosed relates to the specific equity transaction:
- Transaction Value: $16.67 million (representing the third annual installment of a $50 million total obligation).
- Shares Issued: 929,023 Class A voting shares and 980,392 Class B non-voting shares.
- Valuation Method: Shares were valued based on the 30-day volume weighted average price on the NYSE prior to the payment date.
Material Changes
The material change reported is the issuance of the aforementioned shares to AT&T on December 19, 2019. This action fulfills the third and final annual installment of the Securities Issuance and Payment Agreement entered into on October 21, 2016.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of general business risks. The transaction was executed as a private placement to AT&T in reliance on Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the total number of outstanding Class A and Class B shares post-issuance to assess dilution impact.
- Confirm the 30-day volume weighted average price used to value the shares issued on December 19, 2019.
- Review the original 2016 Securities Issuance and Payment Agreement to confirm the completion of all payment obligations to AT&T.
- Note that the registrant is Lions Gate Entertainment Corp., not Starz Entertainment Corp., despite the transaction's origin in the Starz acquisition.