Amendment: SEC Form SCHEDULE 13D/A filed by Lionsgate Studios Corp
$LION
Movies/Entertainment
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Lionsgate Studios Corp. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
53626N102 (CUSIP Number) |
William Barratt Liberty 77 Capital L.P., 2099 Pennsylvania Ave NW Washington, DC, 20006 202-984-7070 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/28/2025 (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. | 53626N102 |
| 1 |
Name of reporting person
Liberty 77 Capital L.P. | ||||||||
| 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
35,988,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
| CUSIP No. | 53626N102 |
| 1 |
Name of reporting person
Liberty 77 Fund L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,798,594.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 53626N102 |
| 1 |
Name of reporting person
Liberty 77 Fund International L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,190,042.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 53626N102 |
| 1 |
Name of reporting person
Liberty 77 Capital Partners L.P. | ||||||||
| 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
35,988,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 53626N102 |
| 1 |
Name of reporting person
Liberty Capital L.L.C. | ||||||||
| 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
35,988,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 53626N102 |
| 1 |
Name of reporting person
STM Partners 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
35,988,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 53626N102 |
| 1 |
Name of reporting person
Steven T. Mnuchin | ||||||||
| 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
35,988,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Lionsgate Studios Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
250 HOWE STREET, 20TH FLOOR, VANCOUVER,
BRITISH COLUMBIA, CANADA
, V6C 3R8. | |
Item 1 Comment:
This Amendment No. 1 amends and supplements the statement on Schedule 13D, dated May 12, 2025, as amended through the date hereof (as so amended, the "Schedule 13D"), and is being filed with the Securities and Exchange Commission by the "Reporting Persons" identified herein relating to the Common Shares (the "Common Shares"), of Lionsgate Studios Corp., a corporation existing under the laws of British Columbia (the "Issuer"), with its principal executive offices located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8, Canada and 2700 Colorado Avenue, Santa Monica, California 90404, United States. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by each of:
(i) Liberty 77 Capital L.P. (the "Liberty Manager"), a Delaware limited partnership and investment manager of the Liberty Funds;
(ii) Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership;
(iii) Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership (together with Liberty 77 Fund L.P., the "Liberty Funds");
(iv) Liberty 77 Capital Partners L.P. (the "Liberty Manager GP"), a Delaware limited partnership and the general partner of the Liberty Manager;
(v) Liberty Capital L.L.C., a Delaware limited liability company and the general partner of the Liberty Manager GP;
(vi) STM Partners LLC, a Delaware limited liability company which indirectly controls the Liberty Manager and the general partner of the Liberty Funds;
(vii) Steven T. Mnuchin ("Secretary Mnuchin"), an individual and citizen of the United States and president of STM Partners LLC,
each person or entity listed in clauses (i) - (vii), a "Reporting Person" and, collectively, the "Reporting Persons." | |
| (b) | The address of the principal place of business and principal office of the Reporting Persons is c/o Liberty 77 Capital L.P., 2099 Pennsylvania Avenue NW, Washington, D.C. 20006. | |
| (c) | See Item 2(a). | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | See Item 2(a). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Liberty Funds received 27,056,800 Common Shares in connection with the plan of arrangement that resulted in the separation of the motion picture and television studio operations (the "LG Studios Business") of Lions Gate Entertainment Corp. ("LGEC") from LGEC's other businesses, including the STARZ-branded premium subscription platforms (the "Starz Business"). The Reporting Persons were previously direct or indirect beneficial owners of LGEC common shares. Subsequent to the separation, an aggregate of 8,931,836 Common Shares were acquired for aggregate consideration of approximately $59.1 million. The source of the purchase price for such Common Shares was capital available for investment from the Liberty Funds. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons have acquired the securities reported in this Schedule 13D for investment purposes and intend to review such investment in the Issuer on a continuing basis. As such, the Reporting Persons may, depending on the Issuer's performance and other market conditions, increase or decrease their investment position. The Reporting Persons may, from time to time, make additional acquisitions of Common Shares or other securities of the Issuer either in the open market or in privately negotiated transactions, including transactions directly with the Issuer, depending upon their evaluation of the Issuer's business, prospects, financial condition and results of operations, the market for the Common Shares or other securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Shares or other securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, including the Common Shares. Any actions the Reporting Persons might undertake may be made at any time, and from time to time, without prior notice, and will be dependent upon their review of numerous factors, including but not limited to, an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Consistent with the Reporting Persons' investment purposes, they may engage in communications with, without limitation, one or more stockholders of the Issuer, management of the Issuer and/or one or more members of the Issuer's board of directors and may make suggestions or proposals concerning the Issuer's operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | References to percentage ownership of the Common Shares in this Schedule 13D are based on 285,688,681 Common Shares outstanding as of May 6, 2025, based on information provided to the Reporting Persons by the Issuer. The Reporting Persons may be deemed to constitute a "person" or "group" within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group. By virtue of the fact that (i) the Common Shares reported herein are directly beneficially owned by the respective Liberty Funds, (ii) the Liberty Manager is the investment manager of the Liberty Funds, (iii) the Liberty Manager GP is the general partner of the Liberty Manager, (iv) Liberty Capital L.L.C. is the general partner of the Liberty Manager GP, (v) STM Partners LLC indirectly controls the Liberty Manager and the general partner of the Liberty Funds, and (vi) Secretary Mnuchin is the president of STM Partners LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Common Shares owned of record by Liberty 77 Fund L.P. and Liberty 77 Fund International L.P. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Common Shares indicated on row (11) on such Reporting Person's cover page included herein, or the approximate percentage of the aggregate amount of Common Shares indicated on row (13) on such Reporting Person's cover page included herein. | |
| (b) | Each of the Reporting Persons has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the Common Shares indicated on such Reporting Person's cover page included herein. | |
| (c) | Attached as Exhibit A. | |
| (d) | Liberty 77 Capital GenPar L.P. is the general partner of each of the Liberty Funds, and as such, has the right to receive, and the right to direct the receipt of, dividends from or the proceeds from the sale of the securities that are reported in this Schedule 13D. Liberty 77 Capital UGP L.L.C. is the general partner of Liberty 77 Capital GenPar L.P. and STM Partners LLC is the managing member of Liberty 77 Capital UGP L.L.C. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Persons entered into a Joint Filing Agreement and Power of Attorney (the "Joint Filing Agreement"), pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement and Power of Attorney is attached hereto as Exhibit 1. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement and Power of Attorney (previously filed). | ||
| 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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