v3.25.2
Debt
 3 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt Debt
Total debt of the Company, excluding film related obligations, was as follows:
 June 30,
2025		March 31,
2025
 (Amounts in millions)
Corporate debt:
Revolving Credit Facility(1)
$20.0 $— 
Term Loan A(1)
— 314.4 
Senior Notes389.9 389.9 
eOne IP Credit Facility314.5 323.0 
LG IP Credit Facility953.8 978.8 
3 Arts Credit Facility30.1 — 
Total corporate debt1,708.3 2,006.1 
Unamortized debt issuance costs(42.9)(33.2)
Total debt, net1,665.4 1,972.9 
Less current portion(136.6)(134.0)
Non-current portion of debt$1,528.8 $1,838.9 
________________________
(1)As of June 30, 2025, Revolving Credit Facility amounts reflect balances outstanding under the Lionsgate Credit Agreement, as further described below. In connection with the Starz Separation, all outstanding obligations in respect of principal, interest and fees under the Old Lionsgate Credit Agreement (previous Revolving Credit Facility and Term Loan A) were repaid in full. See Starz Separation below and Note 1 for further information.

Starz Separation:

On May 6, 2025, in connection with the Starz Separation, all outstanding obligations in respect of principal, interest and fees under the credit and guarantee agreement dated December 8, 2016, as amended (the “Old Lionsgate Credit Agreement”), were repaid in full (i.e., $314.4 million of principal amount repaid of the Term Loan A, and $255.0 million principal amount repaid of the previous revolving credit facility) and all commitments thereunder were terminated. These repayments were made in part using net proceeds from a new Starz credit agreement that was entered into by Starz just prior to the closing of the Starz Separation.

On May 6, 2025, the Company entered into a new credit agreement (the “Lionsgate Credit Agreement”) with Lions Gate Television Inc. (“LGTV”), as borrower, the guarantors referred to therein, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent. See Lionsgate Credit Agreement (Revolving Credit Facility) below for further information.

On May 6, 2025, in connection with the completion of the Starz Separation, LGTV assumed exchange notes by way of supplemental indenture (the “Supplemental Indenture”). See Exchange Notes below for further information.

Lionsgate Credit Agreement (Revolving Credit Facility)

Revolving Credit Facility Availability of Funds & Commitment Fee. The Lionsgate Credit Agreement provides for an $800.0 million senior secured revolving credit facility, which facility may be increased to a total amount not in excess of $1,200.0 million, subject to the terms and conditions set forth therein. Availability of funds under the Lionsgate Credit Agreement is subject to a borrowing base, and as of June 30, 2025, there was $780.0 million available under the Lionsgate Credit Agreement. LGTV will pay a commitment fee equal to 0.375% per annum in respect of unutilized commitments thereunder.

Maturity Date. The Lionsgate Credit Agreement and commitments thereunder will mature on May 6, 2030.

Interest. Borrowings under the Lionsgate Credit Agreement bear interest at a rate per annum equal to, at LGTV’s option, either Term SOFR (subject to a 0.00% floor) or a base rate, in each case plus a margin of 2.50% for SOFR loans and 1.50% for base rate loans (effective interest rate of 6.83% as of June 30, 2025, before the impact of interest rate swaps, see Note 18 for interest rate swaps).
Security. LGTV’s obligations under the Lionsgate Credit Agreement are guaranteed by the Company and substantially all of its wholly owned restricted subsidiaries and secured by substantially all assets of LGTV and the guarantors, in each case subject to certain customary exceptions.

Covenants. The Lionsgate Credit Agreement contains certain customary affirmative and negative covenants that limit the ability of the Company and its restricted subsidiaries, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. The Lionsgate Credit Agreement also contains events of default customary for financings of this type, including relating to a change of control. In addition, the Lionsgate Credit Agreement requires the Company to maintain a Liquidity Ratio (as defined in the Lionsgate Credit Agreement) of no less than 1.10 to 1.00 as of the last day of each fiscal quarter. As of June 30, 2025, the Company was in compliance with all applicable covenants.

Events of Default. The Lionsgate Credit Agreement contains occurrences of events that would constitute an Event of Default, which includes the occurrence of a change in control. When an Event of Default occurs, the lender can terminate any remaining commitments, declare the principal and accrued interest on all outstanding loan balances become immediately due and payable and the administrative agent can demand payment, as cash collateral, of the full amount available for drawing under any letter of credit, whether or not any drawings or other demands for payment have been made under any letter of credit.

Exchange Notes

On May 8, 2024, an indirect, wholly-owned subsidiary of Old Lionsgate issued 5.5% senior notes for an aggregate principal amount of $389.9 million that were scheduled to mature on April 15, 2029 (the “Exchange Notes”) in exchange for an equivalent amount of the existing 5.5% senior notes due 2029 (the "Existing Notes"). Effective upon completion of the Starz Separation, the interest rate of the Exchange Notes increased from 5.50% to 6.00% and the maturity date extended to April 15, 2030.

As described in the Starz Separation section above, on May 6, 2025, in connection with the completion of the Starz Separation, LGTV assumed the Exchange Notes through a Supplemental Indenture. Pursuant to the terms of the Supplemental Indenture, LGTV agreed to assume and perform as primary obligor all obligations of the initial issuer under the Exchange Notes and the initial issuer was released and discharged from all obligations thereunder.

Certain Existing Notes not exchanged for Exchange Notes, with a principal amount of $325.1 million as of March 31, 2025 remained with Starz following the Starz Separation and are therefore presented as discontinued operations, see Note 2.

Interest: Following completion of the Starz Separation, the Exchange Notes bear interest at 6.00% per annum payable semi-annually.
Maturity Date: Following completion of the Starz Separation, the Exchange Notes mature on April 15, 2030.
Optional Redemption: The Company may redeem the Exchange Notes, in whole or in part, at any time or from time to time, at specified redemption prices plus accrued and unpaid interest, if any, up to but excluding the redemption date. Such redemption prices are as follows (as a percentage of the principal amount redeemed): (i) Until, but excluding, the one-year anniversary of the Separation Closing Date, as defined in the indenture to the Exchange Notes - 103.0%; (ii) on or after the one-year anniversary of the Separation Closing Date until, but excluding the two-year anniversary thereof - 102.0%; (iii) on or after the two-year anniversary of the Separation Closing Date until, but excluding the three-year anniversary thereof - 101.0%; (iv) on or after the three-year anniversary of the Separation Closing Date and thereafter - 100%.

Security. LGTV’s obligations under the original and Supplemental Indenture are guaranteed by the Company and affiliated grantors. The Company and grantors pledged substantially all existing and future owned assets, in each case subject to certain customary exceptions.

Covenants. The Exchange Notes contain certain restrictions and covenants that, subject to certain exceptions, limit the Company’s ability to incur additional indebtedness, pay dividends or repurchase the Company’s common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations. As of June 30, 2025, the Company was in compliance with all applicable covenants.

Change in Control. The occurrence of a change of control will be a triggering event requiring the Company to offer to purchase from holders all of the Exchange Notes, at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. In addition, certain asset dispositions will be triggering events that may require the Company to use the excess proceeds from such dispositions to make an offer to purchase the Exchange Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

eOne IP Credit Facility

In July 2024, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “eOne IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles acquired as part of the eOne acquisition. The maximum principal amount of the eOne IP Credit Facility is $340.0 million, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries. The eOne IP Credit Facility is subject to quarterly required principal payments of $8.5 million, beginning November 14, 2024, with the balance payable at maturity. Advances under the eOne IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum (effective interest rate of 6.58% as of June 30, 2025, before the impact of interest rate swaps, see Note 18.). As of June 30, 2025, there was no available borrowing capacity under the eOne IP Credit Facility. The eOne IP Credit Facility matures on July 3, 2029.

LG IP Credit Facility

In September 2024, certain subsidiaries of the Company entered into a $455.0 million senior secured amortizing term credit facility (the “LG IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles. In November 2024 and December 2024, the Company closed amendments which increased the maximum principal amount of the LG IP Credit Facility to $850.0 million, and in March 2025, the Company closed an amendment which increased the maximum principal amount of the LG IP Credit Facility to $1.0 billion, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries. As of March 31, 2025, the LG IP Credit Facility was subject to quarterly required principal payments of $25.0 million, with the balance payable at maturity. Advances under the LG IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum (effective interest rate of 6.58% as of June 30, 2025, before the impact of interest rate swaps, see Note 18). As of June 30, 2025, there was $46.2 million available under the LG IP Credit Facility. The LG IP Credit Facility matures on September 30, 2029.
3 Arts Credit Facility

On May 29, 2025 in preparation for the A & A purchase (see Note 3), 3 Arts entered into a $50.0 million senior secured credit facility (the “3 Arts Credit Facility”) based on and secured by a security interest in substantially all of the assets of 3 Arts and guarantors as defined in the 3 Arts Credit Facility, subject to certain exceptions. Payable at maturity, advances under the 3 Arts Credit Facility bear interest at a rate per annum equal to, at the borrower’s option, either Term SOFR or a base rate, in each case plus a margin of 2.50% for SOFR loans and 1.50% for base rate loans (effective interest rate of 6.83% as of June 30, 2025, before the impact of interest rate swaps, see Note 18 for interest rate swaps). The borrower will pay a commitment fee equal to 0.35% per annum in respect of unutilized commitments thereunder. As of June 30, 2025, there was $19.9 million available under the 3 Arts Credit Facility. The 3 Arts Credit Facility matures on May 29, 2029. The 3 Arts Credit Facility also contains certain customary affirmative and negative covenants that are customary for similar financings.

Capacity to Pay Dividends

At June 30, 2025, the capacity to pay dividends under the Lionsgate Credit Agreement and the Exchange Notes significantly exceeded the amount of the Company’s accumulated deficit or net loss from continuing operations, and therefore the Company’s net loss from continuing operations of $91.7 million and accumulated deficit of $3,643.1 million were deemed free of restrictions from paying dividends at June 30, 2025.

Other Prior Period Debt Transactions:

During the three months ended June 30, 2024, the Company used the proceeds from the Business Combination to prepay $84.9 million principal amount of Term Loan A and $214.1 million of Term Loan B, together with accrued and unpaid interest thereon.

Loss on Extinguishment of Debt:

During the three months ended June 30, 2025 and 2024, the Company recorded a loss on extinguishment of debt related to the transactions described above as summarized in the table below:
Three Months Ended
June 30,
20252024
(Amounts in millions)
Loss on Extinguishment of Debt:
Senior Notes exchange(1)
$— $(2.7)
Term Loan A and B prepayments(2)
— (1.0)
Revolving Credit Facility(3)
(1.0)— 
$(1.0)$(3.7)
________________
(1)The 5.5% Senior Notes Exchange that occurred during the three months ended June 30, 2024 was considered a modification of terms since the present value of the cash flows after the amendment differed by less than a 10% change from the present value of the cash flows on a creditor-by-creditor basis prior to the amendment. Accordingly, the unamortized debt issuance costs are being amortized over the applicable term of the debt and the third-party costs attributable to continuing operations of $2.7 million were expensed as a loss on extinguishment of debt in the three months ended June 30, 2024. As discussed in Note 2, discontinued operations includes interest and other related expenses associated with debt positions that remained with Starz following the completion of the Starz Separation, specifically the Existing Notes that were not exchanged for the Exchange Notes.
(2)The prepayments during the three months ended June 30, 2025 are related to the termination of the Old Lionsgate Credit Agreement, which included Term Loan A. Upon the Starz Separation, the Old Lionsgate Credit Agreement was terminated, and all Term Loan A balances were repaid. The prepayments during the three months ended June 30, 2024 were voluntary prepayments, allowable under the agreement with no penalty. The repayments were treated as extinguishments and all unamortized debt issuance costs were written off as losses on extinguishment.
(3)As discussed above, in connection with the Starz Separation, the previous revolving credit facility under the Old Lionsgate Credit Agreement was terminated and a new revolving credit facility was entered into under the Lionsgate Credit Agreement. The associated costs were accounted for as follows: (i) if the borrowing capacity (measured as the amount available under the revolving credit facility multiplied by the remaining term) was less than it was prior to the termination and issuance, measured on a creditor-by-creditor basis, the unamortized debt issuance costs were written off as a loss on extinguishment of debt in proportion to the decrease in borrowing capacity, and (ii) all fees paid to third-parties (i.e., new debt issuance costs) are being amortized over the term of the new revolving credit facility under the Lionsgate Credit Agreement.