Amendment: SEC Form SCHEDULE 13D/A filed by Warner Bros. Discovery Inc.
$WBD
Cable & Other Pay Television Services
Telecommunications
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
Starz Entertainment Corp. (Name of Issuer) |
Common Shares, no par value. (Title of Class of Securities) |
855919106 (CUSIP Number) |
Jonathan E. Levitsky 66 Hudson Blvd. E, New York, NY, 10001 212-909-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/02/2025 (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. | 855919106 |
| 1 |
Name of reporting person
Warner Bros. Discovery, Inc. | ||||||||
| 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)
WC | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 855919106 |
| 1 |
Name of reporting person
Discovery Lightning Investments Ltd. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value. | |
| (b) | Name of Issuer:
Starz Entertainment 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. 7 to Schedule 13D is being filed jointly by Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.) ("WBD") and Discovery Lightning Investments Ltd. ("DLI") (collectively, the "Reporting Persons", and each, a "Reporting Person") to amend and supplement the Schedule 13D (the "Schedule 13D") filed by the original Reporting Persons on November 20, 2015, as amended by Amendment No. 1, filed on July 1, 2016, Amendment No. 2, filed on February 10, 2017, Amendment No. 3, filed on August 30, 2019, Amendment No. 4, filed on March 26, 2020, Amendment No. 5, filed on December 17, 2021, and Amendment No. 6, filed on May 8, 2025. This Amendment No. 7 to Schedule 13D is being filed to report the sale of common shares, no par value (the "Common Shares"), of Starz Entertainment Corp. (the "Issuer") and is an exit filing for the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | Warner Bros. Discovery, Inc.
Discovery Lightning Investments Ltd.
The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.1 hereto. | |
| (b) | The principal business address of WBD is 230 Park Avenue South, New York, New York 10003.
The principal business address of DLI is Chiswick Park Building 2, 566 Chiswick High Road, London, United Kingdom W4 5YB. | |
| (c) | WBD is a global media company, and DLI holds investments in the Issuer. Information regarding the officers and directors of WBD and DLI is set forth on Annex A hereto and is incorporated herein by reference. | |
| (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 was or is 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) | The jurisdiction of organization for WBD is the U.S.A.
The jurisdiction of organization for DLI is the United Kingdom. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by adding the following to the end thereof:
On June 2, 2025, DLI entered into an agreement (the "Purchase Agreement") with MHR Capital Partners Master Account LP and MHR Capital Partners (100) LP (together, the "MHR Entities"), pursuant to which the MHR Entities agreed to purchase 353,334 Common Shares from DLI in a private transaction for aggregate cash consideration of $5,000,000. Following the consummation of such transaction on June 3, 2025, DLI ceased to own any Common Shares.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 99.16 and is incorporated herein by reference.
In connection with the transaction contemplated by the Purchase Agreement and pursuant to the Investor Rights Agreement, dated as of May 6, 2025 (the "Investor Rights Agreement"), on June 3, 2025, Mr. Marc Graboff, as a designee of WBD pursuant to the Investor Rights Agreement, tendered his resignation from the board of directors of the Issuer and any and all committees of the board on which he served. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended to read in its entirety as follows:
The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Shares (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
DLI and WBD beneficially own no Common Shares. | |
| (b) | The information provided in Item 5(a) of this Schedule 13D is incorporated herein by reference. | |
| (c) | On June 3, 2025, DLI consummated the sale of 353,334 Common Shares, at a price per Common Share of $14.1509, to the MHR Entities in a private transaction for aggregate cash consideration of $5,000,000, pursuant to and in accordance with the Purchase Agreement. Except as otherwise set forth in this Schedule 13D, including Amendment No. 6 filed on May 8, 2025, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of the Schedule 13D, has effected any transactions in Common Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Each of DLI and WBD ceased to be the beneficial owner of more than five percent of the Common Shares on June 3, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended by adding the following to the end thereof:
The description of the Purchase Agreement in Item 4 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended by adding the following exhibits in appropriate numerical order.
99.1.7 Joint Filing Agreement, dated as of June 4, 2025, by and between Warner Bros. Discovery, Inc. and Discovery Lightning Investments Ltd.
99.15 Annex A, dated June 4, 2025.
99.16 Purchase Agreement, dated as of June 2, 2025, by and among MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP and Discovery Lightning Investments Ltd. | ||
| 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.
|
|
|
|
|
Comments accompanying signature:
* The undersigned, by signing her name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Ms. Weekes and filed herewith.
By: /s/ Tara L. Smith
Name: Tara L. Smith
Title: Attorney-in-Fact |