Lions Gate Entertainment (LGF-A) Amends Business Combination Agreement

As previously disclosed, on December 22, 2023, Lions Gate Entertainment Corp. (NYSE: LGF-A; LGF-B), entered into a business combination agreement (the “Business Combination Agreement” and the transactions contemplated by the Business Combination Agreement, the “Proposed Transactions”) with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly owned subsidiary of SEAC (“New SEAC” or “Pubco”), SEAC MergerCo, a Cayman Islands exempted company and a wholly owned subsidiary of New SEAC (“MergerCo”), 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a wholly owned subsidiary of SEAC (“New BC Sub”), LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly owned subsidiary of Lionsgate (“Studio HoldCo”) and LG Orion Holdings ULC, a British Columbia unlimited liability company (“StudioCo” and, together with Lionsgate, SEAC, New SEAC, MergerCo, New BC Sub, SEAC and Studio HoldCo, the “BCA Parties”).

On April 11, 2024, the BCA Parties entered into an amendment to the Business Combination Agreement (“Amendment No. 1”), pursuant to which the Business Combination Agreement was amended to, among other things:

(i) upsize the PIPE Investment Amount (as defined below) from $175,000,000 to $225,000,000;

(ii) increase the amount of aggregate transaction proceeds required to consummate the Business Combination to be no greater than $409,500,000 and no less than $350,000,000 (with at least $125,000,000 in the Trust Account (as defined in the Business Combination Agreement), subject to adjustment), from the prior requirement of $350,000,000 in aggregate transaction proceeds; and

(iii) based on the net cash in SEAC’s trust account following the extension meeting held by SEAC on April 9, 2024, remove the provisions requiring cash to potentially be paid to non-redeeming public shareholders of SEAC (“SEAC Public Shareholders”) as part of the merger consideration for their SEAC Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), which requirement had been intended to limit dilution of Lionsgate’s ownership in the combined company, and instead provide that SEAC Public Shareholders who do not redeem their Class A ordinary shares at SEAC’s extraordinary general meeting of shareholders to approve the Proposed Transaction will receive only common shares of Pubco (“Pubco Common Shares”) in exchange for their Class A Ordinary Shares on a one-for-one basis.

The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1 filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1.

Subscription Agreement

As previously disclosed, concurrently with the execution of the Business Combination Agreement, SEAC, New SEAC and Lionsgate entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors” and the subscription agreements, the “Initial Subscription Agreements”) pursuant to which the PIPE Investors have agreed, subject to the terms and conditions set forth therein, to subscribe for and purchase from Pubco an aggregate of approximately 18,172,378 Pubco Common Shares at a purchase price of $9.63 per share, for an aggregate cash amount of $175,000,000 (such aggregate cash amount, the “PIPE Investment Amount,” and such transactions, the “PIPE Investment”).

On April 11, 2024, Lionsgate, SEAC and New SEAC entered into an additional Subscription Agreement (the “Additional Subscription Agreement”), pursuant to which an additional PIPE Investor agreed to purchase from Pubco an aggregate of approximately 4,918,839 Pubco Common Shares at a purchase price of $10.165 per share, for an aggregate cash amount of $50,000,000. The Additional Subscription Agreement is in substantially similar form as the Initial Subscription Agreement.

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