{ "docId": "019de076-8597-7456-94cf-a570d398448b", "docSlug": "490bc5717bb1a463d19121d867d77328", "documentTitle": "Lionsgate | SPAC Presentation Deck | 35 slides", "authorId": "lionsgate", "authorName": "Lionsgate", "documentKindSlug": "pitchdeck", "documentKindLabel": "Pitch deck", "sourceTypeSlug": "investment_bank", "sourceTypeLabel": "Investment bank", "presentationDate": "2023-12-01 00:00:00", "orientation": "landscape", "aspectRatio": 1.7810761, "pageNumber": 2, "pageCount": 35, "prevPage": 1, "nextPage": 3, "slideType": "disclaimer", "function": "other", "density": "overcrowded", "nDataPoints": 0, "notes": null, "elementsJson": null, "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019de076-8597-7456-94cf-a570d398448b/2", "deckHref": "/decks/019de076-8597-7456-94cf-a570d398448b", "deckJsonHref": "/decks/019de076-8597-7456-94cf-a570d398448b.json", "deckAnchorHref": "/decks/019de076-8597-7456-94cf-a570d398448b#slide-2", "components": [ { "bbox": { "h": 0.18, "w": 0.9, "x": 0.05, "y": 0.32 }, "kind": "disclaimer", "text": "To the fullest extent permitted by law, in no circumstances will SEAC, LG Studio, Lionsgate, or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of LG Studio or the Proposed Business Combination. You also acknowledge and agree that the information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be material. Any information, data or statistics on past performance or modeling contained herein is not an indication as to future performance. SEAC, Lionsgate and LG Studio assume no obligation to update the information in this Presentation. Viewers of this Presentation should each make their own evaluation of LG Studio and of the relevance and adequacy of the information contained herein or disclosed orally and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "02c352e5-3f27-43bf-bc2d-a38211437d00", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.03, "w": 0.9, "x": 0.05, "y": 0.785 }, "kind": "disclaimer", "text": "Investors should be aware that they may be required to bear the financial risk of their investment for an indefinite period of time. None of Lionsgate, LG Studio or SEAC is making an offer of any Securities in any state or other jurisdiction where the offer is not permitted.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "25d1764c-ebbf-4558-9d2e-26e2a98704ec", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.22, "w": 0.9, "x": 0.05, "y": 0.56 }, "kind": "disclaimer", "text": "This Presentation shall not constitute a \"solicitation\" as defined in Section 14 of the Exchange Act. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or any other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of securities (the \"Securities\") as contemplated in connection with this presentation will not be registered under the Securities Act of 1933, as amended (the \"Securities Act\"), and will be offered as a private placement to a limited number of institutional \"accredited investors\" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and \"Institutional Accounts\" as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent disposition is registered or exempt from the registration requirements of the Securities Act. SEAC, Lionsgate and LG Studio reserve the right to amend or terminate discussions with any or all potential investors, to accept or reject any proposals and to negotiate with, or cease negotiations with, any party regarding any transaction involving SEAC, Lionsgate and LG Studio for any reason. There shall not be any offer or sale of any securities in any jurisdiction where, or to any person to whom, such offer or sale may be unlawful under the laws of such jurisdiction. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "3552ec2a-aee6-4d9b-b52c-3c8327e87298", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.15, "w": 0.9, "x": 0.05, "y": 0.23 }, "kind": "disclaimer", "text": "You also acknowledge that (i) the United States securities laws restrict persons with material non-public information about a company from purchasing or selling securities of such company or certain other companies, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information, (ii) you are familiar with the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), and the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation, and (iii) you will neither use, nor cause any third party to use, this Presentation in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. You also acknowledge that Canadian securities laws restrict those persons who are in a \"special relationship\" (as defined under Canadian securities laws) with an issuer and who know of a material fact or material change with respect to the issuer, which material fact or material change has not been generally disclosed, from (i) entering into a transaction involving a security of an issuer, or a related financial instrument of a security of an issuer, (ii) informing another person of a material fact or material change with respect to the issuer, or (iii) recommending or encouraging another person to enter into a transaction involving a security of the issuer or a related financial instrument of a security of the issuer, subject to certain exceptions.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "36d2f358-a262-4878-82f1-c5c6d129632d", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.08, "w": 0.9, "x": 0.05, "y": 0.925 }, "kind": "disclaimer", "text": "Forward-looking statements and risk factors\nAll statements other than statements of historical facts contained in this Presentation are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as \"believe,\" \"may,\" \"will,\" \"estimate,\" \"continue,\" \"anticipate,\" \"intend,\" \"expect,\" \"should,\" \"would,\" \"plan,\" \"project,\" \"forecast,\" \"predict,\" \"potential,\" \"seem,\" \"seek,\" \"future,\" \"outlook,\" \"target\" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity and market share. These statements are based on management's estimations and analysis, are subject to various assumptions that the parties believe are reasonable at this time, whether or not identified in this Presentation, reflect the current expectations Lionsgate's management as of the date of this Presentation and are not predictions of actual performance.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "4eddd547-2b77-431e-8f7b-ebd1328cd772", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.03, "w": 0.9, "x": 0.05, "y": 0.815 }, "kind": "disclaimer", "text": "Neither the U.S. Securities and exchange commission (\"SEC\") nor any state or provincial securities commission or securities regulatory authority has approved or disapproved of the securities or determined if this presentation is truthful or complete.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "5e0fca80-8691-416f-8bd3-7d0b7f80de80", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.08, "w": 0.9, "x": 0.05, "y": 0.51 }, "kind": "disclaimer", "text": "This Presentation does not constitute, and under no circumstances is it to be construed as, an offer, advertisement or invitation for the sale or purchase of the securities, assets or business described herein or a commitment to LG Studio, Lionsgate or SEAC with respect to any of the foregoing, and this Presentation shall not form the basis of any contract. LG Studio, Lionsgate and SEAC expressly reserve the right, at any time and in any respect, to amend or terminate this process, to terminate discussion with any or all potential investors, to accept or reject any proposals and to negotiate with, or cease negotiations with, any party regarding a transaction involving LG Studio and SEAC.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "6aacfc73-3a5f-4d44-b75f-0af0a1b0a18d", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.08, "w": 0.9, "x": 0.05, "y": 0.845 }, "kind": "disclaimer", "text": "If the Proposed Business Combination is pursued, SEAC, LG Studio or one of their respective affiliates will be required to file a registration statement on Form S-4 (or other applicable SEC form) relating to the Proposed Business Combination, SEAC will be required to file a proxy statement, and the parties will be required to file other relevant documents with the SEC. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about SEAC, LG Studio and the Proposed Business Combination. When available, the proxy statement/prospectus and other relevant materials will be mailed to stockholders of SEAC as of a record date to be established for voting on the Proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "9a09bc27-7c94-4f28-bf90-6a44d175e896", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.15, "w": 0.9, "x": 0.05, "y": 0.415 }, "kind": "disclaimer", "text": "The information included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. SEAC, Lionsgate and LG Studio are engaged in ongoing negotiations of a potential business combination agreement (\"BCA\") with respect to the Proposed Business Combination. The Proposed Business Combination is subject to, among other things, the approval by SEAC's stockholders, entry into definitive documentation (including a BCA), satisfaction of the conditions stated in any BCA and other closing conditions. Accordingly, there can be no assurance that the Proposed Business Combination will be consummated. Investing in the securities to be issued in connection with the potential financing involves a high degree of risk. Investors should carefully consider the risks and uncertainties inherent in an investment in the securities before subscribing for the securities. The Summary Risk Factors contained herein are not the only ones the parties face. Additional risks that the parties currently do not know about or that they currently believe to be immaterial may also impair their business, financial condition or results of operations. You should perform your own due diligence prior to making an investment in SEAC and/or LG Studio.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "c00f5f90-3a61-4a7e-a21c-fc1adbfae12e", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.08, "w": 0.9, "x": 0.05, "y": 0.185 }, "kind": "disclaimer", "text": "This presentation (together with oral statements made in connection herewith, this \"Presentation\") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination involving LG Orion Holdings Inc. (\"LG Studio\" or the \"Company\"), a wholly owned subsidiary of Lions Gate Entertainment Corp. (\"Lionsgate\") created to hold the Studio Business of Lionsgate and Screaming Eagle Acquisition Corp. (\"SEAC\") and related transactions (the \"Proposed Business Combination\") and for no other purpose.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "c2cb6300-8f25-4bad-b8a8-a04e664949d0", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.04, "w": 0.13, "x": 0.435, "y": 0.125 }, "kind": "title", "text": "Disclaimer", "attrs": null, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "9f7e72d7-f4ef-401b-b30b-c294de7b26ca", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [], "frameworks": [], "arcBeats": [], "loops": [], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }