Lionsgate Studios Corp.
12.60%
35,988,636
2052959
53626N102
May 27, 2025
May 30, 2025, 05:08 PM
Reporting Persons (7)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Liberty 77 Capital Partners L.P. | Partnership | 12.60% | 35,988,636 | 35,988,636 | 0 |
| STM Partners LLC | Other | 12.60% | 35,988,636 | 35,988,636 | 0 |
| Steven T. Mnuchin | Individual | 12.60% | 35,988,636 | 35,988,636 | 0 |
| Liberty 77 Capital L.P. | Investment Adviser | 12.60% | 35,988,636 | 35,988,636 | 0 |
| Liberty Capital L.L.C. | Other | 12.60% | 35,988,636 | 35,988,636 | 0 |
| Liberty 77 Fund International L.P. | Partnership | 9.90% | 28,190,042 | 28,190,042 | 0 |
| Liberty 77 Fund L.P. | Partnership | 2.70% | 7,798,594 | 7,798,594 | 0 |
Disclosure Items (7)
Common Shares
Lionsgate Studios Corp.
250 HOWE STREET, VANCOUVER, A1, V6C 3R8
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."
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.
See Item 2(a).
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.
See Item 2(a).
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.
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.
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.
Attached as Exhibit A.
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.
Not applicable.
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.
Exhibit 1: Joint Filing Agreement and Power of Attorney (previously filed).