Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

As confidentially submitted to the Securities and Exchange Commission on March 31, 2023.

This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

File No. 001-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

the Securities Exchange Act of 1934

LG Orion Holdings Inc.*

(Exact name of Registrant as specified in its charter)

(310) 449-9200

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

EXPLANATORY NOTE

We are omitting our financial statements as of and for the nine months ended December 31, 2022 and the financial statements as of and for the fiscal year ended March 31, 2020 because they relate to historical periods that we believe will not be required to be included in the registration statement at the time of the initial public filing of the registration statement. LG Orion Holdings Inc. intends to amend this registration statement to include all financial information required by Regulation S-X at the date of such amendment, at least 15 days prior to the anticipated effective date of the registration statement for its listing on a national securities exchange. Operations for LG Orion Holdings Inc. have not yet commenced, and the organization has nominal assets and liabilities.

Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

LG Orion Holdings Inc.

INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN JOINT INFORMATION/PROXY STATEMENT AND ITEMS OF FORM 10

Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the joint information/proxy statement filed herewith as Exhibit 99.1. None of the information contained in the joint information/proxy statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “Joint Information/Proxy Statement Summary,” “Risk Factors—Risks Related to New Lionsgate and the Studio Business,” “Risk Factors—Risks Related to the Separation,” “Risk Factors—Risks Related to New Lionsgate Common Stock,” “Cautionary Note Regarding Forward-Looking Statements,” “The Separation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental),” “New Lionsgate’s Business,” “Certain Relationships and Related Party Transactions of New Lionsgate” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “Risk Factors—Risks Related to New Lionsgate and the Studio Business,” “Risk Factors—Risks Related to the Separation,” and “Risk Factors—Risks Related to New Lionsgate Common Stock.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “New Lionsgate Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Selected Historical Combined Financial Data of the Studio Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental),” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the joint information/proxy statement entitled “New Lionsgate’s Business.” That section is incorporated herein by reference.

The information required by this item is contained under the section of the joint information/proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “Management of New Lionsgate” and “Directors of New Lionsgate.” Those sections are incorporated herein by reference.

Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

The information required by this item is contained under the sections of the joint information/proxy statement entitled “Compensation Discussion and Analysis of New Lionsgate” and “Executive Compensation Plan Information of New Lionsgate.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “Management of New Lionsgate,” “Directors of New Lionsgate” and “Certain Relationships and Related Party Transactions of New Lionsgate.” Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the joint information/proxy statement entitled “New Lionsgate’s Business—Legal Proceedings.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “New Lionsgate Dividend Policy,” “New Lionsgate Capitalization,” “Trading Price and Volume—New Lionsgate,” “The Separation,” and “Description of New Lionsgate Capital Stock.” Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the joint information/proxy statement entitled “Description of New Lionsgate Capital Stock—Sale of Unregistered Securities.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “New Lionsgate Dividend Policy,” “The Separation” and “Description of New Lionsgate Capital Stock.” Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the joint information/proxy statement entitled “Description of New Lionsgate Capital Stock—Limitation on Liability of Directors and Indemnification of Directors and Officers.” That section is incorporated herein by reference.

The information required by this item is contained (1) under the sections of the joint information/proxy statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Selected Historical Combined Financial Data of the Studio Business” and “Index to Financial Statements” and the financial statements referenced therein, which sections are incorporated herein by reference and (2) the audited financial statements of Lions Gate Entertainment Corp. which are incorporated by reference to Item 15(a)(1) of Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (File No. 001-14880) filed with the Securities and Exchange Commission on May 26, 2022.

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None.

The information required by this item is contained under the sections of the joint information/proxy statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.

The following documents are filed as exhibits hereto:

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: [                ], 2023

Confidential Treatment Requested by LG Orion Holdings Inc.

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Exhibit 99.1

[    ]

Dear Lionsgate Shareholders:

On behalf of the board of directors of Lions Gate Entertainment Corp. (“Lionsgate” or “LGEC”), we are pleased to enclose the accompanying joint information/proxy statement relating to the annual general and special meeting of the shareholders of Lionsgate and to a series of transactions. If completed in their entirety, these transactions will result in the transfer of substantially all of the assets and liabilities constituting Lionsgate’s Motion Picture and Television Production segments and a substantial portion of Lionsgate’s corporate general and administrative functions, which we refer to as the “Studio Business,” to LG Orion Holdings Inc., a British Columbia corporation and a wholly-owned subsidiary of Lionsgate, that will become an independent, separately traded public company through a spin-off from Lionsgate. These transactions will also result in the retention by Lionsgate of substantially all of the assets and liabilities constituting Lionsgate’s Media Networks segment, which we refer to as the “Starz Business” and which transactions we refer to as the “separation.” Upon completion of the separation, LG Orion Holdings Inc. will be renamed “Lions Gate Entertainment Corp.” and Lionsgate will be renamed “Starz Entertainment Corporation.” We refer to Lionsgate following the completion of the separation as “New Starz” and refer to LG Orion Holdings Inc. as “New Lionsgate.”

The separation will be effected pursuant to a separation agreement between Lionsgate and New Lionsgate and by way of an arrangement under the corporate law of British Columbia. The arrangement will be implemented in accordance with the terms and subject to the conditions set out in the plan of arrangement appended to the arrangement agreement between Lionsgate and New Lionsgate. The arrangement is subject to approval by Lionsgate’s shareholders at the annual and special meeting and by the Supreme Court of British Columbia.

If the arrangement is approved, immediately after the effective time of the arrangement, each holder of shares of Lionsgate’s existing Class A voting common stock as of immediately before the effective time of the arrangement will receive shares of a new Class A voting common stock of New Starz and shares of New Lionsgate’s voting common stock and each holder of shares of Lionsgate’s existing Class B non-voting common stock as of immediately before the effective time of the arrangement will receive shares of new Class B non-voting common stock of New Starz and shares of New Lionsgate’s non-voting common stock, in each case on a pro rata basis.

Lionsgate’s existing Class A voting common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.A” and existing Class B non-voting common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.B;” the New Lionsgate voting common stock and New Lionsgate non-voting common stock are expected to trade under such symbols, respectively, on the New York Stock Exchange after the separation. While trading in New Lionsgate common stock under these symbols is expected to begin on the first business day following the completion of the separation, there can be no assurance that a viable and active trading market will develop. Prior to the separation, New Lionsgate will have been a wholly-owned subsidiary of Lionsgate, and its common stock has not been publicly listed. In connection with the separation, New Starz intends for the New Starz Class A voting common stock and New Starz Class B non-voting common stock to trade on the New York Stock Exchange under the new ticker symbols “[                ]” and “[                ],” respectively. While trading in shares of New Starz common stock under these symbols is expected to begin on the first business day following the completion of the separation, there can be no assurance that a viable and active trading market will develop.

The completion of the separation is subject to the satisfaction or waiver of a number of conditions, including the receipt of Lionsgate shareholder approval of the separation proposal to be presented at the annual and special meeting. This joint information/proxy statement is first being mailed to Lionsgate shareholders on or about [                ].

Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

More information about Lionsgate, New Lionsgate, the Studio Business, the Starz Business, the annual general and special meeting, the separation, the arrangement agreement, and the agreements related to the separation is contained in this joint information/proxy statement. Before voting, we urge you to read carefully and in its entirety this joint information/proxy statement, including the Annexes and the documents incorporated by reference herein. For a discussion of risks related to the separation, please read the sections of this joint information/proxy statement entitled “Risk Factors” on page 39.

Jon Feltheimer

Chief Executive Officer

Lions Gate Entertainment Corp.

Confidential Treatment Requested by LG Orion Holdings Inc.

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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been confidentially submitted to the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

Preliminary and Subject to Completion, Dated [    ], 2023

JOINT INFORMATION STATEMENT OF LG ORION HOLDINGS INC. AND PROXY STATEMENT OF LIONS GATE ENTERTAINMENT CORP.

This joint information/proxy statement is being furnished in connection with a transaction that will result in the shareholders of Lions Gate Entertainment Corp. (“LGEC” or “Lionsgate”) holding all of the issued and outstanding shares of common stock of LG Orion Holdings Inc. (“New Lionsgate”), a wholly-owned subsidiary of Lionsgate that will hold Lionsgate’s Studio Business following a separation from Lionsgate (which transaction we refer to as the “separation”). To implement the separation, pursuant to an arrangement under the corporate law of British Columbia (which we refer to as the “arrangement”), Lionsgate will transfer to New Lionsgate substantially all of the assets and liabilities associated with the Studio Business and Lionsgate’s shareholders will exchange a portion of their existing LGEC common stock for New Lionsgate common stock, on a pro rata basis, which exchange is intended to qualify as generally tax-free to Lionsgate’s shareholders for U.S. federal income tax purposes. In contrast, for Canadian federal income tax purposes, the transaction will not constitute a tax-deferred exchange for Lionsgate’s shareholders.

Following the completion of the separation, New Lionsgate will be an independent, separately-traded public company and will be renamed “Lions Gate Entertainment Corp.,” and Lionsgate will be renamed “Starz Entertainment Corporation.” Throughout this joint information/proxy statement, we refer to Lionsgate prior to the separation as LGEC or Lionsgate and following the completion of the separation as New Starz.

The separation will be effected by way of an arrangement to be implemented in accordance with the terms and subject to the conditions set out in the plan of arrangement appended to the arrangement agreement between Lionsgate and New Lionsgate (which we refer to as the “arrangement agreement,” as it may be amended from time to time, and the plan of arrangement appended thereto, as the “plan of arrangement,” as it may be amended from time to time). The arrangement is subject to approval by Lionsgate’s shareholders at the annual and special meeting and by the Supreme Court of British Columbia (the “BC Court”).

If the arrangement is so approved and implemented, at the effective time of the arrangement (which we refer to as the “effective time”):

Confidential Treatment Requested by LG Orion Holdings Inc.

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Lionsgate’s existing Class A common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.A” and existing Class B common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.B;” the New Lionsgate voting common stock and the New Lionsgate non-voting common stock are expected to trade under such symbols, respectively, on the New York Stock Exchange after the separation. While trading in New Lionsgate common stock under these symbols is expected to begin on the first business day following the completion of the separation, there can be no assurance that a viable and active trading market will develop. Prior to the separation, New Lionsgate will have been a wholly owned subsidiary of Lionsgate, and its common stock has not been publicly listed.

The completion of the separation is subject to the satisfaction or waiver of a number of conditions, including the receipt of Lionsgate shareholder approval of the proposal to approve the arrangement at the annual general and special meeting (which we refer to as the “separation proposal”).

In reviewing this joint information/proxy statement, you should carefully consider the matters described under the section entitled “Risk Factors” on page 39.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this joint information/proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

This joint information/proxy statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this joint information/proxy statement is [                ].

This joint information/proxy statement is first being mailed to Lionsgate shareholders on or about [                ].

Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

LIONS GATE ENTERTAINMENT CORP.

250 Howe Street, 20^th Floor

Vancouver, British Columbia V6C 3R8

2700 Colorado Avenue

Santa Monica, California 90404

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To Be Held [                ]

To Lionsgate Shareholders:

You are invited to attend the annual general and special meeting of shareholders of Lions Gate Entertainment Corp. (“Lionsgate” or “LGEC”), which will be held on [                ], [                ], beginning at [                ], Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. At the annual general and special meeting, shareholders will act on the following matters:

Shareholders of record of existing Class A common stock at [                ] (Eastern Time) on [                ] are entitled to notice of, and to vote on all of the proposals at, the annual general and special meeting or any continuations, adjournments or postponements thereof. Shareholders of record of existing Class B common stock at [                ] (Eastern Time) on [                ] are entitled to notice of, and to vote on only the separation proposal at, the annual general and special meeting or any continuations, adjournments or postponements thereof. Whether or not you plan to attend the annual general and special meeting, we urge you to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence

Confidential Treatment Requested by LG Orion Holdings Inc.

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of a quorum at the annual general and special meeting. If you attend the annual general and special meeting and wish to vote in person, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the joint information/proxy statement accompanying this notice.

By Order of the Board of Directors,

Jon Feltheimer Chief Executive Officer

Santa Monica, California

Vancouver, British Columbia

[            ]

In accordance with Lionsgate’s security procedures, all persons attending the annual general and special meeting will be required to present picture identification.

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TABLE OF CONTENTS

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Presentation of Information

Unless the context otherwise requires:

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Financial Statement Presentation

Notwithstanding the legal form of the separation described elsewhere in this joint information/proxy statement, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate (the reverse of its legal form—a “reverse spin”). This presentation is in accordance with generally accepted accounting principles in the U.S. (“GAAP”), specifically Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” and is primarily a result of the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of existing Lionsgate senior management with the Studio Business and not the Starz Business. Lionsgate expects the separation of the Starz Business to qualify as a discontinued operation. Accordingly, the financial statements included in this joint information/proxy statement or incorporated by reference into the registration statement of which this joint information/proxy statement is a part consist of:

The Studio Business historical results are not representative of the results that New Lionsgate would have achieved as a separate, publicly traded company nor indicative of the results expected for any future period.

Financial statements of New Lionsgate have not been included in this joint information/proxy statement as it is a newly incorporated entity and has no material business transactions or activities to date. As a result of the separation, New Lionsgate will become the parent of the entities which conduct the Studio Business.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor are they indicative of future operating results.

You should read the selected historical consolidated financial information and unaudited pro forma condensed consolidated financial statements and the accompanying notes in conjunction with, and each is qualified in their entirety by reference to, the supplemental audited combined financial statements and related notes of the Studio Business of Lions Gate Entertainment Corp. included elsewhere in this joint information/proxy statement, the audited consolidated financial statements of Lions Gate Entertainment Corp. incorporated by reference into the registration statement of which this joint information/proxy statement is a part and the financial and other information appearing elsewhere in this joint information/proxy statement, including information contained in “Risk Factors,” “New Lionsgate Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental).”

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Trademarks and Trade Names

Lionsgate owns or has rights to use the trademarks and trade names that are used in conjunction with the operation of its businesses that appear in this joint information/proxy statement, including the names “Lionsgate” and “Starz.” Solely for convenience, we only use the ^TM or ^® symbols the first time any trademark or trade name is mentioned. Each trademark or trade name of any other company appearing in this joint information/proxy statement is, to the knowledge of Lionsgate and New Lionsgate, owned by such other company.

Industry Information

Unless indicated otherwise, the information concerning the industries in which New Lionsgate participates contained in this joint information/proxy statement is based on New Lionsgate’s general knowledge of and expectations concerning the industry. New Lionsgate’s market position, market share and industry market size are based on estimates using New Lionsgate’s internal data and estimates, based on data from various industry analyses, its internal research and adjustments and assumptions that we believe to be reasonable. New Lionsgate has not independently verified data from industry analyses and cannot guarantee their accuracy or completeness. In addition, New Lionsgate believes that data regarding the industry, market size and its market position and market share within such industry provide general guidance but are inherently imprecise. Further, New Lionsgate’s estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.

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Annual General and Special Meeting Information and Voting*

 

				Meeting Date
				[                ]
				Time
				[                ] Pacific Time
				Place
				Dentons Canada LLP 250 Howe Street, 20th Floor Vancouver, British Columbia V6C 3R8

		Vote By Phone   You can vote by calling the number provided in your proxy card or voting instruction form.
[            ]		Tablet or Smartphone   Scan this QR code to vote with your tablet or mobile device.
		Vote By Internet   You can vote online at [                ] or by following the instructions provided in your proxy card or voting instruction form.
		Vote By Mail   Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope provided.

 

 

*

You may also vote personally or by proxy by attending the annual general and special meeting. If you hold shares through a bank, broker, trustee or other nominee who holds your shares, you cannot vote your shares at the annual general and special meeting unless you have obtained a legal proxy from your bank, broker, trustee or other nominee who holds your shares.

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RISK FACTORS

You should carefully consider the following risks and other information in this joint information/proxy statement in evaluating New Lionsgate, New Lionsgate common stock and the separation. Any of the following risks and uncertainties could materially adversely affect New Lionsgate’s or New Starz’s business, financial condition or results of operations, as applicable. The risk factors have been separated into three general groups:  risks related to New Lionsgate and the Studio Business (which risk factors assume the completion of all of the transactions described in this joint information/proxy statement, including the separation), risks related to the separation, risks related to the Starz Business as operated by New Starz following the separation, if it is completed, and risks related to New Lionsgate common stock. This section discusses New Lionsgate’s business as constituting Lionsgate’s businesses, including the Studio Business and excluding the Starz Business, assuming the completion of all of the transactions described in this joint information/proxy statement, including the separation.

Risks Related to New Lionsgate and the Studio Business

New Lionsgate faces substantial capital requirements and financial risks.

The production, acquisition and distribution of motion picture and television content requires substantial capital. A significant amount of time may elapse between expenditure of funds and the receipt of revenues after release or distribution of such content. Although the Studio Business reduces the risks of production exposure through tax credit programs, government and industry programs, co-financiers and other sources, New Lionsgate cannot assure you that it will successfully implement these arrangements or that it will not be subject to substantial financial risks relating to the production, acquisition and distribution of future motion picture and television content. Additionally, the production, completion and distribution of motion picture and television content can be subject to a number of uncertainties, including delays and increased expenditures due to disruptions or events beyond New Lionsgate’s control. As a result, if production incurs substantial budget overruns, New Lionsgate may have to seek additional financing or fund the overrun itself. New Lionsgate cannot make assurances regarding the availability of such additional financing on terms acceptable to it, or that it will recoup these costs. For instance, increased costs or budget overruns incurred with respect to a particular film may prevent a picture from being completed or released or may result in a delayed release and the postponement to a potentially less favorable date, all of which could cause a decline in box office performance, and, thus, the overall financial success of such film. Any of the foregoing could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

New Lionsgate may incur significant write-offs if its projects do not perform well enough to recoup costs.

New Lionsgate will be required to amortize capitalized production costs over the expected revenue streams as it recognizes revenue from films or other projects. The amount of production costs that will be amortized each quarter depends on, among other things, how much future revenue New Lionsgate expects to receive from each project. Unamortized production costs are evaluated for impairment each reporting period on a project-by-project basis when events or changes in circumstances indicate that the fair value of a film is less than its unamortized cost. These events and changes in circumstances include, among others, an adverse change in the expected performance of a film prior to its release, actual costs substantially in excess of budgeted cost for the film, delays or changes in release plans and actual performance subsequent to the film’s release being less than previously expected performance estimates. In any given quarter, if New Lionsgate lowers its previous forecast with respect to total anticipated revenue from any film or other project or increases its previous forecast of cost of making or distribution of the film, New Lionsgate may be required to accelerate amortization or record impairment charges with respect to the unamortized costs, even if it previously recorded impairment charges for such film or other project. Such impairment charges could adversely impact the business, operating results and financial condition.

Changes in New Lionsgate’s business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability.

As changes in New Lionsgate’s business environment occur, it may adjust its business strategies to meet these changes, which may include growing a particular area of business or restructuring a particular business or

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

asset. In addition, external events including changing technology, changing consumer patterns, acceptance of its theatrical offerings and changes in macroeconomic conditions, including the volatility and uncertainty in financial markets as a result of global pandemics, such as COVID-19, wars, such as Russia’s invasion of Ukraine (including sanctions therefrom), or a recession, may impair the value of its assets. When these occur, New Lionsgate may incur costs to change its business strategy and may need to write down the value of assets. New Lionsgate may also make investments in existing or new businesses. Some of these investments may have negative or low short-term returns and the ultimate prospects of the businesses may be uncertain or may not develop at a rate that supports its level of investment. In any of these events, New Lionsgate’s costs may increase, it may have significant charges associated with the write-down of assets, or returns on new investments may be lower than prior to the change in strategy, plans for growth or restructuring.

New Lionsgate’s revenues and results of operations may fluctuate significantly.

New Lionsgate’s results of operations will depend significantly upon the commercial success of the motion picture and other content that it sells, licenses or distributes, which cannot be predicted with certainty. In particular, the underperformance at the box office of one or more motion pictures in any period may cause its revenue and earnings results for that period (and potentially, subsequent periods) to be less than anticipated, in some instances, to a significant extent. Accordingly, results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future periods. Results of operations also fluctuate due to the timing, mix, number and availability of theatrical motion picture and home entertainment releases, as well as license periods for content. Operating results may increase or decrease during a particular period or fiscal year due to differences in the number and/or mix of films released compared to the corresponding period in the prior fiscal year. Moreover, low ratings for television programming produced by New Lionsgate may lead to the cancellation of a program and can negatively affect future license fees for the cancelled program. In addition, the comparability of results may be affected by changes in accounting guidance or changes in New Lionsgate’s ownership of certain assets and businesses. Accordingly, results of operations from year to year may not be directly comparable to prior reporting periods.

The Studio Business does not have long-term arrangements with many of its production or co-financing partners.

With respect to the Studio Business, Lionsgate typically does not enter into long term production contracts with the creative producers of motion picture content that it produces, acquires or distributes. Moreover, New Lionsgate generally will have certain derivative rights that provide it with distribution rights to, for example, prequels, sequels and remakes of certain content it produces, acquires or distributes. There is no guarantee that New Lionsgate will produce, acquire or distribute future content by any creative producer or co-financing partner, and a failure to do so could adversely affect its business, financial condition, operating results, liquidity and prospects.

The Studio Business relies on a few major retailers and distributors and the loss of any of those could reduce its revenues and operating results.

A small number of other retailers and distributors account for a material percentage of the revenues in home entertainment for the Motion Picture business of the Studio Business. The Studio Business does not have long-term agreements with retailers. In addition, in fiscal 2022 and 2021, the Studio Business generated over 20% and 10%, respectively, of its revenue from the Starz Business, and in fiscal year 2021, the Studio Business generated over 10% of its revenue from one external customer. New Lionsgate cannot assure you that it will maintain favorable relationships with its retailers and distributors (including the Starz Business following the separation) or that they will not be adversely affected by economic conditions, including as a result of global pandemics, such as COVID-19, wars, such as Russia’s invasion of Ukraine (including sanctions therefrom), or a recession. For additional information, see Note 16 to the combined audited financial statements of the Studio Business in this joint information/proxy statement.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

A significant portion of the Studio Business’ library revenues comes from a small number of titles.

The Studio Business depends on a limited number of titles in any given fiscal quarter for the majority of the revenues generated by its library. In addition, many of the titles in its library are not presently distributed and generate substantially no revenue. Moreover, its rights to the titles in its library vary; in some cases, the Studio Business only holds the right to distribute titles in certain media and territories for a limited term. If New Lionsgate cannot acquire new product and the rights to popular titles through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, or renew expiring rights to titles generating a significant portion of its revenue on acceptable terms, any such failure could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

The impact of the COVID-19 global pandemic could continue to materially and adversely affect the Studio Business and its financial condition and results of operations.

Since fiscal 2020, the economic, social and regulatory impacts associated with the ongoing COVID-19 global pandemic (including its variants), continued measures to prevent its spread, and the resulting economic uncertainty, have affected the Studio Business in a number of ways. The Studio Business experienced delays in theatrical distribution of its films, both domestically and internationally, as well as delays in the production of film and television content (resulting in changes in future release dates for some titles and series). Although film and television production have generally resumed in full, disruption of production activities could occur again, depending on local circumstances. New Lionsgate cannot predict whether productions will be paused again or the impact of incremental costs required to adhere to continuing or new health and safety protocols. Additionally, although theaters have generally reopened, any shift in government mandates or guidance regarding COVID-19 restrictions may impact patronage and theater capacity going forward. Moreover, New Lionsgate is not able to accurately predict if and at what level consumers will return to movie theaters. The impact of these disruptions and the extent of their adverse impact on New Lionsgate’s financial and operating results will be dictated by the length of time that such disruptions occur or may continue, which will, in turn, depend on the currently unknowable duration and severity of any impacts of COVID-19 and its variants, and among other things, the impact of governmental actions imposed in response to COVID-19 and its variants, and individuals’ and companies’ risk tolerance regarding health matters going forward. The Studio Business has incurred and New Lionsgate may incur additional costs to address any government regulations and the safety of its employees and talent. All of these impacts could place limitations on its ability to execute its business plan and materially and adversely affect its business, financial condition and results of operations. Due to the uncertain nature of this situation, New Lionsgate is not able to estimate the full extent of the impact on its operating results, cash flows and financial position, particularly over the near to medium term.

New Lionsgate will be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.

From time to time, New Lionsgate may engage in discussions and activities with respect to possible acquisitions, sale of assets, business combinations, or joint ventures intended to complement or expand its business. However, New Lionsgate may not realize the anticipated benefit from the transactions it pursues; there may be liabilities assumed that it did not discover or that it underestimated in the course of performing its due diligence; the negotiation of the transaction and the integration of the acquired business could require New Lionsgate to incur significant costs and cause diversion of management’s time and resources; the transaction could result in impairment of goodwill and other intangibles, development write-offs and other related expenses; the transaction may pose challenges in the consolidation and integration of information technology, accounting systems, personnel and operations; and New Lionsgate may have difficulty managing the combined entity in the short term if it experiences a significant loss of management personnel during the transition period after a significant acquisition. No assurance can be given that expansion or acquisition opportunities will be successful, completed on time, or that New Lionsgate will realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits. Any of the foregoing could have a material adverse effect on New

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Lionsgate’s business, financial condition, operating results, liquidity and prospects. If New Lionsgate determines to sell individual properties, libraries or other assets or businesses, it will benefit from the net proceeds realized from such sales. However, New Lionsgate’s revenues may suffer in the long term due to the disposition of a revenue generating asset, or the timing of such dispositions may be poor, causing New Lionsgate to fail to realize the full value of the disposed asset, all of which may diminish its ability to service its indebtedness and repay its notes and its other indebtedness at maturity. Furthermore, New Lionsgate’s future growth may be inhibited if the disposed asset contributed in a significant way to the diversification of its business platform.

New Lionsgate’s success will depend on attracting and retaining key personnel.

New Lionsgate’s success will depend upon the efforts, abilities and expertise of its executive teams and other key employees, including production, creative and technical personnel, including, in turn, on its ability to identify, attract, hire, train and retain such personnel. New Lionsgate expects to have employment agreements with top executive officers and production executives but does not expect to have significant “key person” life insurance policies for any employee. Although it is standard in the industry to rely on employment agreements as a method of retaining the services of key employees, these agreements cannot assure New Lionsgate of the continued services of such employees. New Lionsgate cannot assure you that it will be successful in identifying, attracting, hiring, training and retaining such personnel in the future, and New Lionsgate’s inability to do so could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

The success of the Studio Business depends on external factors in the motion picture industry and television industry.

Generally, the popularity of the programs of the Studio Business depends on many factors, including the critical acclaim they receive, the format of their initial release, their talent, their genre and their specific subject matter, audience reaction, the quality and acceptance of content that competitors release into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which it does not control and all of which may change. In addition, because performance in ancillary forums, such as home video and pay and free television, is often directly related to its box office performance or television ratings, poor box office results or poor television ratings may negatively affect future revenue streams. New Lionsgate’s success will depend on the experience and judgment of its management to select and develop new investment and production opportunities.

Global economic turmoil and regional economic conditions could adversely affect New Lionsgate’s business.

Global economic turmoil resulting from global pandemics such as COVID-19, wars, such as Russia’s invasion of Ukraine (including indirect impact of sanctions therefrom), or a recession, may cause a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, levels of intervention from U.S. federal government and other foreign governments, decreased consumer confidence, overall slower economic activity and extreme volatility in credit, equity and fixed income markets. A decrease in economic activity in the U.S. or in other regions of the world in which New Lionsgate will do business could adversely affect demand for its content, thus reducing its revenues and earnings. A decline in economic conditions could reduce performance of theatrical and home entertainment releases. In addition, an increase in price levels generally could result in a shift in consumer demand away from the entertainment offered, which could also adversely affect New Lionsgate revenues and, at the same time, increase costs. For instance, lower household income and decreases in U.S. consumer discretionary spending, which is sensitive to general economic conditions, may affect cable television and other video service subscriptions. Moreover, financial institution failures may cause New Lionsgate to incur increased expenses or make it more difficult to finance any future acquisitions, or engage in other financing activities.

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New Lionsgate could be adversely affected by strikes or other union job actions.

The Studio Business is directly or indirectly dependent upon highly specialized union members who are essential to the production of motion pictures and television content. A strike by, or a lockout of, one or more of the unions that provide personnel essential to the production of motion pictures or television content could delay or halt its ongoing production activities, or could cause a delay or interruption in its release of new motion pictures and television content. A strike may result in increased costs and decreased revenue, which could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

Unforeseen business interruptions could adversely affect New Lionsgate’s operations.

The operations of the Studio Business are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, global pandemics such as COVID-19, work stoppages and strikes, and similar events beyond its control. New Lionsgate’s headquarters will be located in Southern California, which is subject to natural disasters such as earthquakes, wildfires and flooding. Delays caused by such natural disaster or weather impacts could adversely affect New Lionsgate’s ability to meet deadlines, could suspend production and may increase its costs. Although New Lionsgate expects to develop certain plans to respond in the event of a disaster, there can be no assurance that they will be effective in the event of a specific disaster. In the event of a short-term power outage, New Lionsgate may have uninterrupted power source equipment designed to protect its equipment. A long-term power outage, however, could disrupt its operations.

The Studio Business also experienced a disruption to its business as a result of the COVID-19 global pandemic, which, in certain instances, increased its costs and delayed or suspended production of its film production. If this or other interruptions were to occur again, New Lionsgate could have to take actions that alter its business operations, including film or content production, as may be required by federal, state, local or foreign authorities, or that it determines are in the best interests of its employees, members, partners and shareholders. It is not clear what the potential effects any such alterations or modifications could have on its business, including the effects on its members, suppliers or vendors, or on its financial results. In addition to the potential direct impacts to its business, the global economy could again be impacted as a result of actions taken in response to COVID-19. To the extent that such a weakened global economy impacts consumers’ ability or willingness to pay for New Lionsgate’s service or vendors’ ability to provide services to New Lionsgate, especially those related to its content productions, New Lionsgate could see its business and results of operations negatively impacted.

Although New Lionsgate may carry business interruption insurance for potential losses (including earthquake-related losses), there can be no assurance that such insurance will be sufficient to compensate for losses that may occur or that such insurance may continue to be available on affordable terms. Any losses or damages incurred by New Lionsgate could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

New Lionsgate expects to face substantial competition in all aspects of its business.

New Lionsgate will be an independent distributor and producer. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings that may allow them to better offset fluctuations in the financial performance of their motion picture operations and television operations.

New Lionsgate must successfully respond to technological changes and alternative forms of delivery or storage to remain competitive.

The entertainment industry consistently undergoes significant developments as advances in technologies and new methods of product delivery and storage (including the emergence of alternative distribution platforms), and certain changes in consumer behavior driven by these developments emerge. New technologies affect the demand for content of the Studio Business, the manner in which content is distributed to consumers, the sources

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Pursuant to 17 C.F.R. Section 200.83

and nature of competing content offerings and the time and manner in which consumers acquire and view its content. New technologies also may affect New Lionsgate’s ability to maintain or grow its business and may increase its capital expenditures. New Lionsgate and its distributors must adapt their businesses to shifting patterns of content consumption and changing consumer behavior and preferences through the adoption and exploitation of new technologies. If New Lionsgate cannot successfully exploit these and other emerging technologies, its appeal to targeted audiences might decline which could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

New Lionsgate faces economic, political, regulatory, and other risks from doing business internationally.

New Lionsgate distributes content outside the U.S. and derives revenue from international sources. As a result, its business is subject to certain risks inherent in international business, many of which are beyond its control. These risks may include:  difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; laws and policies adversely affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; sanctions imposed on countries, entities and individuals with whom it conducts business (such as those imposed due to Russia’s invasion of Ukraine); the impact of trade disputes; anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K. Bribery Act that impose strict requirements on how New Lionsgate may conduct its foreign operations and changes in these laws and regulations; changes in local regulatory requirements including regulations designed to stimulate local productions, promote and preserve local culture and economic activity (including local content quotas, investment obligations, local ownership requirements, and levies to support local film funds); censorship requirements that may cause New Lionsgate to remove or edit popular content, leading to consumer disappointment, brand tarnishment or consumer dissatisfaction; inability to adapt New Lionsgate’s offerings successfully to differing languages, cultural tastes, and preferences in international markets; international jurisdictions where laws are less protective of intellectual property and varying attitudes towards the piracy of intellectual property; laws and policies relating to data privacy and security such as the European Union General Data Protection Regulation; establishing and protecting a new brand identity in competitive markets; financial instability and increased market concentration of buyers in foreign television markets, including in European pay television markets; the instability of foreign economies and governments; currency exchange restrictions, export controls and currency devaluation risks in some foreign countries; the spread of communicable diseases (such as the COVID-19 global pandemic), which may impact business in such jurisdictions; and war and acts of terrorism (such as Russia’s invasion of Ukraine). For additional information about the data privacy and security laws and regulations to which the Studio Business is or may become subject and about the risks to its business associated with such laws and regulations see, “—New Lionsgate’s activities are subject to a variety of stringent and changing obligations related to data privacy and security. New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of its business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences” and “—Service disruptions or failures of New Lionsgate or its third-party service providers’ information systems and networks as a result of computer viruses, misappropriation of data or other bad acts, natural disasters, extreme weather, accidental releases of information or other similar events, may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to a loss of revenue or profit, loss of customers or sales and other adverse consequences,” sections, respectively.

Protecting and defending against intellectual property claims may have a material adverse effect on New Lionsgate’s business.

New Lionsgate’s ability to compete depends, in part, upon successful protection of its intellectual property. New Lionsgate will attempt to protect its proprietary and intellectual property rights to its productions through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

and trademark laws afford only limited practical protection in certain countries where the Studio Business distributes its products. As a result, it may be possible for unauthorized third parties to copy and distribute New Lionsgate’s productions or certain portions or applications of its intended productions, which could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. Litigation may also be necessary to enforce New Lionsgate’s intellectual property rights, to protect its trade secrets, or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation, infringement or invalidity claims could result in substantial costs and the diversion of resources and could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. New Lionsgate’s more successful and popular film or television products or franchises may experience higher levels of infringing activity, particularly around key release dates. Alleged infringers have claimed and may claim that their products are permitted under fair use or similar doctrines, that they are entitled to compensatory or punitive damages because New Lionsgate’s efforts to protect its intellectual property rights are illegal or improper, and that New Lionsgate’s key trademarks or other significant intellectual property are invalid. Such claims, even if meritless, may result in adverse publicity or costly litigation. New Lionsgate will vigorously defend its copyrights and trademarks from infringing products and activity, which can result in litigation. It may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurance that a favorable final outcome will be obtained in all cases. Additionally, one of the risks of the film and television production business is the possibility that others may claim that New Lionsgate’s productions and production techniques misappropriate or infringe the intellectual property rights of third parties. From time to time, New Lionsgate may be subject to claims and legal proceedings regarding alleged infringement by it of the intellectual property rights (including patents) of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, require the development of alternative technology or business practices, injunctions against New Lionsgate, or payments for licenses or damages. These risks may be amplified by the increase in third parties whose sole or primary business is to assert such claims. Regardless of the validity or the success of the assertion of any such claims, New Lionsgate could incur significant costs and diversion of resources in enforcing its intellectual property rights or in defending against such claims, which could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

The Studio Business involves risks of liability claims for content of material, which could adversely affect New Lionsgate’s business, results of operations and financial condition.

As a distributor of media content, New Lionsgate may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, and other claims based on the nature and content of the materials distributed. These types of claims have been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

Piracy of films and television programs could adversely affect New Lionsgate’s business over time.

Piracy is extensive in many parts of the world and is made easier by the availability of digital copies of content and technological advances allowing conversion of films and television content into digital formats. This trend facilitates the creation, transmission and sharing of high quality unauthorized copies of motion pictures and television content. The proliferation of unauthorized copies of these products has had and will likely continue to have an adverse effect on the Studio Business, because these products reduce the revenue it may receive from distribution. In order to contain this problem, New Lionsgate may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue. New Lionsgate cannot assure you that even the highest levels of security and anti-piracy measures will prevent piracy.

Service disruptions or failures of New Lionsgate or its third-party service providers’ information systems and networks as a result of computer viruses, misappropriation of data or other bad acts, natural disasters,

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Pursuant to 17 C.F.R. Section 200.83

extreme weather, accidental releases of information or other similar events, may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to a loss of revenue or profit, loss of customers or sales and other adverse consequences.

In the ordinary course of its business, New Lionsgate may process proprietary, confidential, and sensitive data, including personal information, intellectual property, and trade secrets (collectively, sensitive information). New Lionsgate may rely upon third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts. New Lionsgate’s ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. Cyberattacks, malicious internet-based activity, and online and offline fraud are prevalent and continue to increase. These threats are becoming increasingly difficult to detect. These threats come from a variety of sources, including traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors. New Lionsgate and the third parties upon which it relies may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures and other similar threats.

Ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but New Lionsgate may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency and severity, and New Lionsgate cannot guarantee that third parties and infrastructure in its supply chain or its third-party partners’ supply chains will not be compromised or that they will not contain exploitable defects or bugs that could result in a breach of or disruption to New Lionsgate’s information technology systems (including its products/services) or the third-party information technology systems that will support New Lionsgate and its services. Further, a partially remote workforce created by the COVID-19 global pandemic poses increased risks to its information technology systems and data, as certain employees of the Studio Business work from home on a full or part-time basis, utilizing network connections outside its premises. Business transactions (such as acquisitions or integrations) could expose New Lionsgate to additional cybersecurity risks and vulnerabilities, as New Lionsgate’s systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Any of the previously identified or similar threats could cause a security incident or other interruption. A security incident or other interruption could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to New Lionsgate’s sensitive information. A security incident or other interruption could disrupt New Lionsgate’s ability (and that of third parties upon whom it relies) to provide its services. New Lionsgate may expend significant resources or modify its business activities to try to protect against security incidents. Certain data privacy and security obligations may require New Lionsgate to implement and maintain specific security measures, industry-standard or reasonable security measures to protect its information technology systems and sensitive information. While the Studio Business has implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. New Lionsgate may be unable in the future to detect vulnerabilities in its information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. Despite New Lionsgate’s efforts to identify and remediate vulnerabilities, if any, in its information technology systems (including its products), its efforts may not be successful. Further, it may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

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Applicable data privacy and security obligations may require New Lionsgate to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences. If New Lionsgate (or a third party upon which it relies) experiences a security incident or is perceived to have experienced a security incident, New Lionsgate may experience adverse consequences. These consequences may include:  government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in its operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant consequences may negatively impact its ability to grow and operate its business. New Lionsgate’s contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in its contracts are sufficient to protect it from liabilities, damages, or claims related to its data privacy and security obligations. New Lionsgate cannot be sure that its insurance coverage will be adequate or sufficient to protect it from or to mitigate liabilities arising out of its privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Shutdowns or service disruptions of New Lionsgate’s information systems or network caused by power outages, natural disasters, extreme weather, terrorist attacks, pandemics (such as the COVID-19 global pandemic), wars (such as Russia’s invasion of Ukraine), or other similar events pose increasing risks. Shutdowns or disruption from such events could have an adverse impact on New Lionsgate and its customers, including degradation or disruption of service, loss of data, release or threatened release of data publicly, misuse or threatened misuse of data, and damage to equipment and data. System redundancy may be ineffective or inadequate, and New Lionsgate’s disaster recovery planning may not be sufficient to cover everything that could happen. Significant events could result in a disruption of New Lionsgate’s operations, reduced revenues, the loss of or damage to the integrity of data used by management to make decisions and operate its business, damage to its reputation or brands or a loss of customers. New Lionsgate may not have adequate insurance coverage to compensate it for any losses associated with such events.

New Lionsgate’s activities are subject to a variety of stringent and changing obligations related to data privacy and security. New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of its business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

In the ordinary course of its business, New Lionsgate collects, generates, uses, stores, processes, discloses, transmits, shares, and transfers (collectively “processing”) personal information and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, and sensitive third-party data, through its websites and applications and those of third parties. Among other purposes, New Lionsgate uses this information to engage with users, promote its programming, and monitor the use of its digital platforms. New Lionsgate’s collection and use of personal information may subject it to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

In the U.S., federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws. For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to personal information of consumers, business representatives, and employees, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The CCPA allows for civil penalties (up to $7,500 per violation) and allows private litigants affected by certain data breaches to recover significant statutory damages. In addition, the California Privacy Rights Act of 2020 (“CPRA”), expands the CCPA’s requirements, including by adding a new

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right for individuals to correct their personal information and establishing a new regulatory agency to implement and enforce the law.    Other states, such as Colorado, Connecticut, Nevada, Utah and Virginia have passed comprehensive privacy laws, and similar laws are being considered in several other states, as well as at the federal and local levels. These developments further complicate compliance efforts and increase legal risk and compliance costs for New Lionsgate and the third parties upon whom New Lionsgate relies.

Outside the U.S., an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s GDPR (“UK GDPR”), Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No. 13,709/2018) and Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) impose strict requirements for processing personal data. For example, under the EU GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. Additionally, under various privacy laws and other obligations, New Lionsgate may be required to obtain certain consents to process personal data. New Lionsgate’s inability or failure to do so could result in adverse consequences.

In the ordinary course of business, New Lionsgate may transfer personal data from Europe and other jurisdictions to the U.S. or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom (“UK”) have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S. in compliance with law, such as the EEA and UK’s standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance that New Lionsgate can satisfy or rely on these measures to lawfully transfer personal data to the United States.

If there is no lawful manner for New Lionsgate to transfer personal data from the EEA, the UK or other jurisdictions to the U.S., or if the requirements for a legally-compliant transfer are too onerous, New Lionsgate could face significant adverse consequences, including the interruption or degradation of its operations, the need to relocate part of or all its business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against processing or transferring of personal data necessary to operate the business. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the U.S., are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of the EEA for allegedly violating the GDPR’s cross-border data transfer limitations.

New Lionsgate is also bound by contractual obligations related to data privacy and security, and its efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the GDPR and the CCPA, require specific contractual restrictions on service providers. New Lionsgate publishes privacy policies, marketing materials and other statements regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of New Lionsgate’s practices, New Lionsgate may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires significant resources and may necessitate changes to its information technologies, systems, and practices and to those of any third parties that process personal data on New Lionsgate’s behalf.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

New Lionsgate may at times fail (or be perceived to have failed) in efforts to comply with data privacy and security obligations. Moreover, despite its efforts, New Lionsgate’s personnel or third parties upon whom New Lionsgate relies may fail to comply with such obligations, which could negatively impact its business operations and compliance posture. If New Lionsgate or the third parties on which it relies fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, New Lionsgate could face significant consequences, including, but not limited to:  government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; or orders to destroy or not use personal data. Any of these events could have a material adverse effect on New Lionsgate’s reputation, business, or financial condition, including, but not limited to:  loss of customers; interruptions or stoppages in business operations; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize its products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to New Lionsgate’s business model or operations.

New Lionsgate may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

New Lionsgate may complete one or more financing transactions on or prior to the completion of the separation. As a result of such transactions, New Lionsgate anticipates having approximately $[                ] million of indebtedness upon completion of the separation. New Lionsgate may also incur additional indebtedness in the future.

This significant amount of debt could potentially have important consequences to New Lionsgate and its debt and equity investors, including:

To the extent that New Lionsgate incurs additional indebtedness, the foregoing risks could increase. In addition, New Lionsgate’s actual cash requirements in the future may be greater than expected. Its cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and New Lionsgate may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt. For more information, see “Description of New Lionsgate Material Indebtedness.”

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

The Internal Revenue Service may not agree that New Lionsgate should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that its U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules.

Under current U.S. federal tax law, a corporation is generally considered for U.S. federal tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Because New Lionsgate will be incorporated outside of the U.S., it would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. However, Section 7874 of the Internal Revenue Code (the “Code”) (“Section 7874”) provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation (or surrogate foreign corporation) for U.S. federal tax purposes if it acquires a domestic entity (referred to as a “domestic entity acquisition”), and after the domestic entity acquisition, 80% or more (by vote or value) of the non-U.S. incorporated entity’s stock (60% or more for purposes of a surrogate foreign corporation determination) is held by former shareholders of the domestic entity by reason of holding stock in the domestic entity. This exception generally does not apply to situations in which, prior to the domestic entity acquisition, 80% or more (by vote and value) of the stock of the domestic entity was held directly or indirectly by a parent corporation (which we refer to as the “common parent”), and, after the domestic entity acquisition, the same common parent holds 80% or more (by vote and value) of the stock of the non-U.S. incorporated entity (which we refer to as the “internal group restructuring exception”).    The internal group restructuring exception is preserved notwithstanding the common parent’s related transfer of the non-U.S. incorporated entity stock to its shareholders.

There is limited guidance regarding the application of Section 7874, including the application of the rules to the facts as they may exist at the time of the closing of the separation. If New Lionsgate were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation. In addition, non-U.S. shareholders of New Lionsgate would be subject to U.S. withholding tax on the gross amount of any dividends paid by us to such shareholders (subject to an exemption or reduced rate available under an applicable tax treaty). Alternatively, if New Lionsgate were to be treated as a surrogate foreign corporation for federal tax purposes, it and its U.S. affiliates (including the U.S. affiliates historically owned by it) may, in some circumstances, be subject to certain adverse U.S. federal income tax rules (which, among other things, could retroactively increase its transition tax under Section 965 from 8%-15.5% to 35% (as well as that of its prospective U.S. acquiror as the case may be) and limit its ability to utilize certain U.S. tax attributes to offset U.S. taxable income, such as the use of net operating losses and certain tax credits, or to offset the gain resulting from certain transactions, such as from the transfer or license of property to a foreign related person during the 10-year period following the merger).

Future changes to U.S. and non-U.S. tax laws could adversely affect New Lionsgate.

The U.S. Congress, the Organisation for Economic Co-operation and Development (“OECD”) and other government agencies in jurisdictions where New Lionsgate and its affiliates will conduct business have had an extended focus on issues related to the taxation of multinational corporations. For the past several years, the primary focus has been in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As part of its so-called Base Erosion and Profit Shifting (“BEPS”) project, OECD and the G-20 developed changes to numerous long-standing international tax principles. More recently, countries are increasingly seeking ways to tax what is sometimes referred to as the digitalized economy. For example, in response to the increasing globalization and digitalization of trade and business operations, OECD is working on a proposal as an extension of its BEPS project to establish a global minimum corporate taxation rate. The rules are designed to ensure that large multinational groups pay corporate income taxes at the minimum rate of 15% in the countries where they operate. The goal is for OECD members to enact domestic legislation implementing these rules by 2023.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. As discussed in more detail below, the U.S. recently enacted significant tax reform, and certain provisions of the new law may adversely affect it. Further, certain provisions of the Build Back Better Act passed

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

by the House of Representatives but which failed to be enacted would have added new limitations on business interest deductions and tightened current rules on the base erosion and anti-abuse tax. Many countries in the European Union, as well as a number of other countries and organizations such as OECD, are increasingly scrutinizing the tax positions of companies and actively considering changes to existing tax laws that, if enacted, could increase its tax obligations in countries where it does business. For example, the U.K. has announced plans to increase its corporate tax rate from 19% to 25%, starting in April 2023. There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency will not be changed in a manner that adversely affects New Lionsgate or the holders of New Lionsgate common stock. If U.S. or other foreign tax authorities change applicable tax laws, its overall taxes could increase, and its business, financial condition or results of operations may be adversely impacted.

Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible.

Original programming requires substantial financial commitment, which can occasionally be offset by foreign, state or local tax incentives. However, there is a risk that the tax incentives will not remain available for the duration of a series. If tax incentives are no longer available or reduced substantially, it may result in increased costs for it to complete the production, or make the production of additional seasons more expensive. If New Lionsgate is unable to produce original programming content on a cost effective basis its business, financial condition and results of operations would be materially adversely affected.

New Lionsgate’s tax rate is uncertain and may vary from expectations.

There is no assurance that New Lionsgate will be able to maintain any particular worldwide effective corporate tax rate because of uncertainty regarding the tax policies in the jurisdictions in which it and its affiliates operate. New Lionsgate’s actual effective tax rate may vary from its expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have an adverse impact on New Lionsgate and its affiliates.

Legislative or other governmental action in the U.S. could adversely affect New Lionsgate’s business.

Legislative action may be taken by the U.S. Congress that, if ultimately enacted, could limit the availability of tax benefits or deductions that New Lionsgate expects to claim, override tax treaties upon which it expects to rely, or otherwise increase the taxes that the U.S. imposes on New Lionsgate’s worldwide operations. Such changes could materially adversely affect New Lionsgate’s effective tax rate and/or require it to take further action, at potentially significant expense, to seek to preserve its effective tax rate. In addition, if proposals were enacted that had the effect of limiting New Lionsgate’s ability as a Canadian company to take advantage of tax treaties with the U.S., it could incur additional tax expense and/or otherwise incur business detriment.

Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect New Lionsgate’s effective tax rates.

New Lionsgate is subject to income taxes in Canada, the U.S. and foreign tax jurisdictions. It also conducts business and financing activities between its entities in various jurisdictions and it is subject to complex transfer pricing regulations in the countries in which it operates. Although uniform transfer pricing standards are emerging in many of the countries in which it operates, there is still a relatively high degree of uncertainty and inherent subjectivity in complying with these rules. In addition, due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. New Lionsgate’s future effective tax rates could be affected by changes in tax laws or regulations or the interpretation thereof (including those affecting the allocation of profits and expenses to differing jurisdictions), by changes in the amount of revenue or earnings that

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

it derives from international sources in countries with high or low statutory tax rates, by changes in the valuation of its deferred tax assets and liabilities, by changes in the expected timing and amount of the release of any tax valuation allowance, or by the tax effects of stock-based compensation. Unanticipated changes in its effective tax rates could affect its future results of operations. Further, New Lionsgate may be subject to examination of its income tax returns by federal, state, and foreign tax jurisdictions. New Lionsgate regularly assesses the likelihood of outcomes resulting from possible examinations to determine the adequacy of its provision for income taxes. In making such assessments, it exercises judgment in estimating its provision for income taxes. While New Lionsgate believes its estimates are reasonable, it cannot assure you that final determinations from any examinations will not be materially different from those reflected in its historical income tax provisions and accruals. Any adverse outcome from any examinations may have an adverse effect on its business and operating results, which could cause the market price of its securities to decline.

Risks Related to the Separation

The parties may be unable to achieve some or all of the benefits that they expect to achieve through the separation.

The parties to the separation may be unable to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or may never occur at all. The separation is expected to provide the following benefits, among others:

The parties may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the separation will require significant amounts of management time and effort, which may divert management attention from operating and growing New Starz’s and New Lionsgate’s respective businesses and (ii) the other actions required to separate New Starz’s and New Lionsgate’s respective businesses prior to effective time could disrupt New Starz’s and New Lionsgate’s respective operations. If the parties fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, New Starz’s or New Lionsgate’s business, results of operations and financial condition could be materially and adversely affected.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Challenges in the commercial and credit environment may adversely affect the expected benefits of the separation, the expected plans or anticipated timeline to complete the separation and future access to capital on favorable terms.

Volatility in the world financial markets could increase borrowing costs or affect New Lionsgate’s and New Starz’s ability to access the capital markets. New Lionsgate’s and New Starz’s ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for each business’s content, products or in the solvency of its respective customers or suppliers or if there are other significantly unfavorable changes in economic conditions, such as a recession. These conditions may adversely affect the anticipated timeline to complete the separation and the expected benefits of the separation, including by increasing the time and expense involved in the separation.

The historical financial information of the Studio Business and pro forma financial information of Lionsgate included in this joint information/proxy statement is not necessarily representative of the results that New Lionsgate would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

As described elsewhere in this joint information/proxy statement, notwithstanding the legal form of the separation, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate in a “reverse spin” in accordance with GAAP, specifically FASB Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” primarily as a result of the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of existing Lionsgate senior management with the Studio Business. Following the completion of the separation, New Lionsgate will report the historical consolidated results of operations of the Starz Business in discontinued operations. The historical information about the Studio Business in this joint information/proxy statement refers to the Studio Business as operated by and integrated with Lionsgate, excluding the Starz Business. The historical and pro forma financial information included in this joint information/proxy statement is derived from the consolidated financial statements and accounting records of Lionsgate. Accordingly, the historical and pro forma financial information included in this joint information/proxy statement does not necessarily reflect the financial condition, results of operations or cash flows that New Lionsgate would have achieved as a separate, publicly traded company during the periods presented or those that New Lionsgate will achieve in the future primarily as a result of the factors described below:

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Other significant changes may occur in New Lionsgate’s cost structure, management, financing and business operations as a result of operating as a company separate from New Starz. For additional information about the past financial performance of its business and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed consolidated financial statements of its business, see “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Selected Historical Combined Financial Data of the Studio Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental)” and the historical financial statements and accompanying notes included elsewhere in this joint information/proxy statement.

Following the completion of the separation, New Lionsgate will be a smaller, less diversified company than Lionsgate prior to the separation with a different financial profile.

The separation will result in New Lionsgate being a smaller, less diversified company than Lionsgate prior to the separation, with more limited business concentrated primarily in film and television production and distribution. As a result, the Studio Business following the completion of the separation may be more vulnerable to changing market conditions, which could have a material adverse effect on New Lionsgate’s business, financial condition and results of operations. In addition, the diversification of revenues, costs, and cash flows will diminish for New Lionsgate following the completion of the separation, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the completion of the separation, New Lionsgate may also lose capital allocation efficiency and flexibility, as the Studio Business will no longer be able to use cash flow from Lionsgate.

Substantial sales of New Lionsgate common stock or New Starz common stock following the completion of the separation, or the perception that such sales might occur, could depress the market prices of New Lionsgate common stock or New Starz common stock, respectively, which are already expected to be significantly lower than the pre-separation market price of existing LGEC common stock due to New Starz no longer having any ownership interest in the Studio Business.

The post-separation market prices of New Lionsgate voting common stock and New Starz Class A common stock are each expected to be significantly lower than the pre-separation market price of existing Class A common stock and the post-separation market prices of New Lionsgate non-voting common stock and New Starz Class B common stock are each expected to be significantly lower than the pre-separation market price of existing Class B common stock. Following the completion of the separation, New Starz will no longer have an ownership interest in the Studio Business. In addition, any sales of substantial amounts of New Lionsgate common stock or New Starz common stock in the public market following the completion of the separation, or the perception that such sales might occur, could depress the market price of New Lionsgate common stock or New Starz common stock, respectively. In addition, the smaller size and different investment characteristics of each of New Lionsgate and New Starz following the completion of the separation as compared to Lionsgate prior to the separation may not appeal to the current investor base of Lionsgate, which could result in the disposition of shares of New Lionsgate common stock or New Starz common stock following the completion of the separation. There is no assurance that there will be sufficient buying interest to offset any such sales, and, accordingly, the prices of New Lionsgate common stock or New Starz common stock may be depressed by such sales and have periods of volatility. Lionsgate currently has, and immediately following the separation each of New Lionsgate and New Starz are expected to have, several shareholders who each hold a significant percentage of their respective outstanding common stock. If such shareholders sell a significant portion or all of their shares

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

following the completion of the separation, the prices of New Lionsgate common stock or New Starz common stock may be depressed by such sales.

New Starz or New Lionsgate may fail to perform under the agreements that will be executed as part of the separation, and such failure to perform could have a material adverse effect on New Lionsgate’s or New Starz’s operations, respectively.

In connection with, and prior to, the separation, New Lionsgate and Lionsgate/New Starz will enter into the separation agreement and will also enter into certain other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement, a brand license agreement and agreements governing other commercial licensing arrangements between the parties. The separation agreement and other agreements, together with the documents and agreements by which the internal reorganization will be effected, will determine the allocation of assets and liabilities between the companies following the completion of the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. New Lionsgate will rely on New Starz, and New Starz will rely on New Lionsgate, to satisfy its performance and payment obligations under these agreements. If either New Lionsgate or New Starz is unable or unwilling to satisfy its respective obligations under these agreements, including its respective indemnification obligations, New Starz or New Lionsgate, as applicable, could incur operational difficulties and/or losses. If either New Lionsgate or New Starz does not have in place its own systems and services, or if it does not have agreements with other providers of these services once certain separation-related agreements expire, it may not be able to operate its business effectively, and its profitability may decline. New Starz is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services that are currently provided to it by Lionsgate. However, New Starz may not be successful in implementing these systems and services in a timely manner or at all, it may incur additional costs in connection with, or following, the implementation of these systems and services, and it may not be successful in transitioning data from current systems.

New Lionsgate or New Starz may be held liable to the other if it fails to perform under its agreements, and the performance of such services may negatively affect New Lionsgate’s or New Starz’s business and operations.

In connection with the separation, New Lionsgate and New Starz will enter into a transition services agreement that will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. If New Lionsgate or New Starz do not satisfactorily perform their obligations under the agreement, they may be held liable for any resulting losses suffered by the other, subject to certain limits. In addition, during the transition services periods, New Lionsgate’s management and employees may be required to divert their attention away from its business in order to provide services to New Starz, which could adversely affect New Lionsgate’s business.

Certain of the agreements between New Lionsgate and New Starz may be on terms that differ from the terms each may have otherwise received from unaffiliated third parties.

The agreements New Lionsgate and Lionsgate/New Starz will enter into in connection with the separation, including the separation agreement, transition services agreement, tax matters agreement, employee matters agreement, a brand license agreement and agreements governing other commercial licensing arrangements described under “Certain Relationships and Related Party Transactions of New Lionsgate,” were prepared in the context of the separation while New Lionsgate and New Starz were still part of the same combined company. Accordingly, during the period in which the terms of those agreements were prepared, each of New Lionsgate and Lionsgate/New Starz did not have an independent board of directors or a management team that was fully independent of the other’s business. While the parties believe such agreements reflect arm’s-length terms, the terms may not reflect terms that would have resulted from negotiations between unaffiliated third parties.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

The transfer to New Lionsgate or New Starz of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, New Lionsgate or New Starz may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business and financial performance.

The separation agreement will provide that certain contracts, permits and other assets and rights are to be transferred from Lionsgate or its subsidiaries to New Lionsgate or its subsidiaries, or vice versa, in connection with the separation. The transfer of, or transfer of control related to, certain contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties. In addition, in some circumstances, New Lionsgate and New Starz are beneficiaries of contracts, and New Lionsgate and New Starz may need the consents of third parties in order to split or separate the existing contracts or the relevant portion of the existing contracts to New Lionsgate or New Starz.

Some parties may use consent requirements or other rights to seek to terminate contracts or obtain more favorable contractual terms from New Lionsgate or New Starz, which, for example, could take the form of price increases, require it to expend additional resources in order to obtain the services or assets previously provided under the contract, or require it to seek arrangements with new third parties or obtain letters of credit or other forms of credit support. If New Starz or New Lionsgate are unable to obtain required consents or approvals, they may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to them as part of New Lionsgate’s separation from New Starz, and they may be required to seek alternative arrangements to obtain services and assets which may be more costly and/or of lower quality. The termination or modification of these contracts or permits or the failure to timely complete the transfer or separation of these contracts or permits could negatively impact its business, financial condition, results of operations and cash flows.

The separation may result in litigation and/or regulatory inquiries and investigations, which would harm New Lionsgate’s or New Starz’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the separation. Any separation-related litigation or investigation against New Lionsgate or New Starz, whether or not resolved in each’s favor, could result in substantial costs and divert each company’s management’s attention from other business concerns, which could adversely affect each company’s business and cash resources and the ultimate value of New Lionsgate common stock or New Starz common stock, as applicable.

The separation is subject to various risks and uncertainties, including approval of the separation proposal at the annual general and special meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate.

Lionsgate’s separation into two independent, publicly traded companies is complex in nature, and unanticipated developments or changes, including changes in the law, the macroeconomic environment, competitive conditions, regulatory approvals or clearances, the uncertainty of the financial markets and challenges in executing the separation, could delay or prevent the completion of the proposed separation, or cause the separation to occur on terms or conditions that are different or less favorable than expected. The separation proposal may not be approved at the annual general and special meeting, in which case the separation would not be permitted to occur under applicable law. Additionally, the LGEC Board, in its sole and absolute discretion, may decide not to proceed with the separation at any time prior to the effective time, even if the separation proposal is approved.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

The process of completing the proposed separation has been and is expected to continue to be time-consuming and involves significant costs and expenses. The separation costs may be significantly higher than what Lionsgate and New Lionsgate currently anticipate and may not yield a discernible benefit if the separation is not completed or is not well executed, or the expected benefits of the separation are not realized. Executing the proposed separation will also require significant amounts of Lionsgate’s management’s time and effort, which may divert management’s attention from operating and growing Lionsgate’s businesses. In addition, if the separation is abandoned, not completed, or delayed or if the expected benefits of the separation are not realized, there may be a negative impact on the market price of shares of existing LGEC common stock, New Lionsgate common stock and/or New Starz common stock, as applicable.

New Starz, New Lionsgate and their respective shareholders could suffer material adverse tax consequences as a result of the separation.

There can be no assurance that the shares of New Lionsgate voting common stock or New Lionsgate non-voting common stock will be qualified investments for Registered Plans for purposes of the Canadian Tax Act. New Lionsgate will endeavor to ensure that the shares of New Lionsgate common stock are qualified investments for Registered Plans. However, no assurance can be given in this regard. The Canadian Tax Act imposes penalties for the acquisition or holding of non-qualified investments by Registered Plans.

The transactions contemplated by the arrangement may give rise to tax for holders of existing LGEC common stock who are resident in Canada for the purposes of the Canadian Tax Act or for holders of existing LGEC common stock non-residents of Canada and to whom such shares constitute “taxable Canadian property.”

Certain of the anticipated tax consequences to New Starz and its affiliates and to New Lionsgate are based on valuations of the Studio Business and the Starz Business. In the event that such valuations are successfully challenged by one or more relevant taxing authorities, it is possible that New Starz, certain of its affiliates and/or New Lionsgate could suffer material adverse tax consequences.

After the separation, actual or potential conflicts of interest may develop between the management and directors of New Starz, on the one hand, and the management and directors of New Lionsgate, on the other hand.

After the separation, the management and directors of New Starz and New Lionsgate may own both New Starz common stock and New Lionsgate common stock. This ownership overlap could create, or appear to create, potential conflicts of interest when New Starz’s and New Lionsgate’s directors and executive officers face decisions that could have different implications for New Starz and New Lionsgate. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between New Starz and New Lionsgate regarding terms of the agreements governing the separation and the relationship between New Starz and New Lionsgate thereafter, including the separation agreement, the employee matters agreement, the tax matters agreement, the transition services agreement or any commercial agreements between the parties or their affiliates. Potential conflicts of interest could also arise if New Starz and New Lionsgate enter into any commercial arrangements in the future.

The executive officers and directors of Lionsgate have interests in the separation that may be different from, or in addition to, the interests of Lionsgate’s shareholders.

When considering the recommendation of the LGEC Board that Lionsgate’s shareholders approve the separation proposal, shareholders should be aware that certain directors and executive officers of Lionsgate have certain interests in the separation that may be different from, or in addition to, the interests of such shareholders, including the treatment of outstanding equity awards held by such officers and directors, their roles in New Lionsgate and New Starz following the completion of the separation, and indemnification and insurance for current and former directors and executive officers. See “The Separation—Interests of Lionsgate Directors and

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Officers in the Separation” for a more detailed description of these interests. As a result of these interests, these directors and executive officers might be more likely to support and to vote in favor of the separation proposal than if they did not have these interests. Lionsgate’s shareholders should consider whether these interests might have influenced these directors and executive officers to recommend in favor of the separation proposal.

The allocation of intellectual property rights between New Starz and New Lionsgate as part of the separation could adversely affect New Lionsgate and New Starz’s competitive positions and their ability to develop and commercialize certain content and services.

In connection with the separation, New Lionsgate and New Starz will enter into commercial agreements governing, among other things, the allocation of intellectual property rights related to their respective businesses, including brand licensing regarding the continued use of LIONSGATE by the remaining Starz Business as part of its international video service. It is possible that the allocation of intellectual property between New Lionsgate and New Starz may cause customer confusion between New Lionsgate and the Starz-operated international service. The allocation of intellectual property between the two parties may also impose limitations on New Lionsgate or New Starz’s ability to fully develop and commercialize certain content, brands and services.

Risks Related to New Starz Following the Separation

Following the completion of the separation, New Starz will be more susceptible to the risks of the Starz Business than Lionsgate has been prior to the separation. For additional information about risks and uncertainties of Lionsgate’s businesses, including the Starz Business, see Lionsgate’s Annual Report on Form 10-K incorporated by reference into this joint information/proxy statement.

Lionsgate’s historical financial information is not representative of the results that the Media Networks segment would have achieved as a separate, publicly traded company and is therefore not an indicator of its future results.

Prior to the separation, the Starz Business will have been conducted by Lionsgate and its subsidiaries as part of Lionsgate’s consolidated operations, which included the Studio Business, and not as a standalone company. The segment information related to the Media Networks segment in Lionsgate’s historical financial information incorporated by reference into this joint information/proxy statement does not necessarily reflect the results of operations that New Starz would have achieved as a separate, publicly traded company during the periods presented or those that New Starz will achieve in the future, primarily as a result of the factors described below:

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Other significant changes may occur in New Starz’s cost structure, management, financing and business operations as a result of operating as a company separate from New Lionsgate. For additional information about the past financial performance of the Media Networks segment, see Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2022, which is incorporated by reference into this joint information/proxy statement.

Following the completion of the separation, New Starz will be a smaller, less diversified company than Lionsgate prior to the separation with a different financial profile.

The separation will result in New Starz being a smaller, less diversified company than Lionsgate prior to the separation, with more limited business concentrated in the domestic and international distribution of premium subscription video services. As a result, the Starz Business following the completion of the separation may be more vulnerable to changing market conditions, which could have a material adverse effect on New Starz’s businesses, financial condition and results of operations. In addition, the diversification of revenues, costs, and cash flows will diminish for New Starz following the completion of the separation, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the completion of the separation, New Starz may also lose capital allocation efficiency and flexibility, as the Starz Business will no longer be able to use cash flow from Lionsgate.

It is currently expected that New Starz will incur significant annual executive compensation expenses and other general and administrative expenses, including costs under the transition services agreement and other costs associated with being a public company. In addition, New Starz may incur additional expenses during the twelve-month period following the completion of the separation, including costs associated with certain tax and compliance filings.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Following the completion of the separation, New Starz will rely primarily on revenue from Lionsgate’s Media Networks segment. For the years ended March 31, 2022 and March 31, 2023, Lionsgate’s Media Networks segment recognized revenue of $1,536.2 million and $[                ] million, respectively. While Lionsgate believes that New Starz will have sufficient cash and cash equivalents to fund its operations for approximately [                ] following the separation, it will be dependent on the revenues generated by the Media Networks segment to fund its operations in future periods. New Starz may also in the future seek additional funds from third-party sources, including traditional bank financing, secured or unsecured indebtedness, or the issuance of equity and/or debt securities, but these alternatives may not be available to New Starz on attractive terms, in the amounts needed, or at all. For additional information about the past financial performance of the Media Networks segment, see Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2022, which is incorporated by reference into this joint information/proxy statement.

New Starz could experience temporary interruptions in business operations and incur additional costs as it builds its information technology infrastructure and transitions its data to its own systems.

Following the completion of the separation, New Lionsgate will hold Lionsgate’s technology infrastructure and systems to support its critical business functions, including accounting and reporting. The Starz Business is in the process of creating its own, or engaging third parties to provide, information technology infrastructure and systems to support its critical business functions, including accounting and reporting, in order to enhance or replace many of the systems currently provided to it by Lionsgate. Following the completion of the separation, New Starz may incur temporary interruptions in business operations if it cannot transition effectively from existing operating systems, databases and programming languages that support these functions to its own systems. The failure to implement the new systems and transition data successfully and cost-effectively could disrupt New Starz’s business operations and have a material adverse effect on its profitability. In addition, New Starz’s costs for the operation of these systems may be higher than the amounts reflected in Lionsgate’s historical combined financial statements.

The accounting and other management systems and resources of New Starz may not be adequately prepared to meet the financial reporting and other requirements to which New Starz will continue to be subject following the completion of the separation.

The financial results of the Starz Business previously were included within the consolidated results of Lionsgate. The Starz Business was not directly subject to the reporting and other requirements of the Exchange Act. As a result of the separation, New Lionsgate and New Starz will both be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of Sarbanes-Oxley Act, which will require annual management assessments of the effectiveness of its internal control over financial reporting and a report by its independent registered public accounting firm addressing these assessments. Because most of Lionsgate’s current management and a substantial portion of Lionsgate’s corporate general and administrative functions will be transferred to New Lionsgate in connection with the separation, these reporting and other obligations will place significant demands on New Starz’s management and administrative and operational resources, including accounting resources.

Moreover, to comply with these requirements, it is anticipated that New Starz will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures and hire additional legal, accounting and finance staff. It is expected that New Starz will incur additional annual expenses related to these activities, and those expenses may be significant. The Starz Business is in the process of creating its own, or engaging third parties to provide, accounting, reporting, and other management systems to support its critical business functions, in order to enhance or replace many of the systems currently provided to it by Lionsgate. If New Starz is unable to upgrade its financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on New Starz’s business, financial condition, results of operations and cash flows.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Additional impairment charges may need to be recorded for Lionsgate’s Media Networks reporting unit or New Starz in the future.

For its annual goodwill impairment test for fiscal 2022, due to overall macroeconomic conditions, including the uncertainty of the longer-term economic impacts of the COVID-19 global pandemic, and the competitive environment for subscribers, and COVID-19’s impact on subscriber growth rates and its businesses, Lionsgate performed a quantitative impairment assessment for all of its reporting units as of January 1, 2022. Based on this assessment, Lionsgate determined that it’s Media Networks reporting unit (or the Starz Business) was at risk for impairment due to relatively small changes in certain key assumptions that could cause an impairment of goodwill. During the quarter ended September 30, 2022, due to continued adverse macro and microeconomic conditions, including the competitive environment, continued inflationary trends and recessionary economies worldwide and its impact on the growth in subscribers to the Starz Business platforms worldwide Lionsgate updated the quantitative impairment analysis. The analysis resulted in a goodwill impairment charge of $1.475 billion in the second quarter ended September 30, 2022, related to Lionsgate’s Media Networks reporting unit (or the Starz Business). Since the impairment charge reduced the carrying value of Lionsgate’s Media Networks reporting unit to its fair value, at September 30, 2022 the fair value and carrying value of Lionsgate’s Media Networks reporting unit (or the Starz Business) were equal and thus, the goodwill at Lionsgate’s Media Networks reporting unit (or the Starz Business) continues to be considered “at risk” of impairment.

The recoverability of goodwill is dependent upon the continued growth of revenue and cash flows from business activities. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in goodwill impairment tests, and ultimately impact the estimated fair value of the Starz Business may include the duration of the COVID-19 global pandemic, its impact on the global economy and the creation and consumption of content; continued and increasingly adverse macroeconomic conditions related to higher inflation and interest rates and currency rate fluctuations, and the impact on the global economy from Russia’s invasion of Ukraine; volatility in the equity and debt markets which could result in higher weighted-average cost of capital; capital market transactions; the commercial success of television programming; continual contractual relationships with customers, including affiliate agreements of the Starz Business; subscriber growth rates domestically and internationally across traditional and over-the-top platforms and changes in consumer behavior. If these assumptions are not realized, it is possible that additional impairment charges may need to be recorded in the future.

Risks Related to New Lionsgate Common Stock

New Lionsgate cannot be certain that an active trading market for its common stock will develop or be sustained after the separation, and following the completion of the separation, its stock price may fluctuate significantly.

A public market for New Lionsgate common stock does not currently exist. New Lionsgate anticipates that trading of its common stock will begin on the first trading day after the effective time. However, New Lionsgate cannot guarantee that an active trading market for its common stock will develop or be sustained after the separation, nor can New Lionsgate predict the prices at which its common stock may trade after the separation. Similarly, New Lionsgate cannot predict whether the combined market value of the New Lionsgate voting common stock and New Starz Class A common stock, or the combined market value of the New Lionsgate non-voting common stock and New Starz Class B common stock, will be less than, equal to or greater than the market value of existing Class A common stock or existing Class B common stock, respectively, prior to the separation.

The market price of New Lionsgate common stock may decline or fluctuate significantly due to a number of factors, many of which may be beyond New Lionsgate’s control, including:

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

New Lionsgate does not expect to pay any cash dividends for the foreseeable future.

New Lionsgate currently intends to retain future earnings to finance and grow its business. As a result, New Lionsgate does not expect to pay any cash dividends for the foreseeable future. All decisions regarding the payment of dividends by New Lionsgate will be made in the sole discretion of the New Lionsgate Board from time to time in accordance with applicable law. There can be no assurance that New Lionsgate will have sufficient surplus under applicable law to be able to pay any dividends at any time in the future. This may result from extraordinary cash expenses, actual costs exceeding contemplated costs, funding of capital expenditures or increases in reserves. If New Lionsgate does not pay dividends, the price of New Lionsgate common stock that you receive in the separation must appreciate for you to receive a gain on your investment. This appreciation may not occur. Further, you may have to sell some or all of your shares of New Lionsgate common stock in order to generate cash flow from your investment.

Your percentage of ownership in New Lionsgate may be diluted in the future.

In the future, your percentage ownership in New Lionsgate may be diluted because of equity awards that New Lionsgate grants to New Lionsgate’s directors, officers and employees or otherwise as a result of equity issuances for acquisitions, strategic transactions or capital market transactions. New Lionsgate’s employees will receive New Lionsgate common stock after the separation as a result of conversion of their Lionsgate equity awards (in whole or in part) to New Lionsgate equity awards. New Lionsgate anticipates that, in normal course, its compensation committee will grant additional stock-based awards to its employees after the separation. Such awards will have a dilutive effect on New Lionsgate’s earnings per share, which could adversely affect the market price of New Lionsgate common stock.

In addition, New Lionsgate’s articles of association following the completion of the separation, which we refer to as the “New Lionsgate Articles,” allow for the issuance of one or more classes or series of preferred stock that have powers, preferences and/or other special rights, including preferences over New Lionsgate common stock respecting dividends and distributions. The terms of such preferred stock could dilute the voting power or reduce the value of New Lionsgate common stock. Similarly, the repurchase or redemption rights or liquidation preferences that New Lionsgate could assign to holders of preferred stock could affect the residual value of the common stock. For additional information, see “Description of New Lionsgate Capital Stock.”

If securities or industry analysts do not publish research or publish misleading or unfavorable research about New Lionsgate’s business, New Lionsgate’s share price and trading volume could decline.

The trading market for New Lionsgate common stock will depend in part on the research and reports that securities or industry analysts publish about it or its business. New Lionsgate does not currently have and may never obtain separate research coverage for its common stock. If there is no research coverage, New Lionsgate common stock may be negatively impacted. If New Lionsgate obtains research coverage for its common stock and if one or more of the analysts downgrades New Lionsgate common stock or publishes unfavorable research about New Lionsgate’s business, its stock price may decline. If one or more of the analysts cease coverage of New Lionsgate common stock or fail to publish reports on it regularly, demand for New Lionsgate common stock could decrease, which could cause the price or trading volume of New Lionsgate common stock to decline.

The rights and obligations of a New Lionsgate shareholder are governed by British Columbia law and may differ from the rights and obligations of shareholders of companies organized under the laws of other jurisdictions.

Like Lionsgate, New Lionsgate is incorporated and exists under the laws of British Columbia. Accordingly, its corporate structure as well as the rights and obligations of the holders of New Lionsgate common stock may be different from the rights and obligations of shareholders of companies incorporated or organized under the laws of other jurisdictions.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint information/proxy statement and other materials Lionsgate and New Lionsgate have filed or will file with the SEC (and oral communications that Lionsgate or New Lionsgate may make) contain or incorporate by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Lionsgate’s or New Lionsgate’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth, and cash flows) and statements regarding Lionsgate’s or New Lionsgate’s strategy for growth, future product development, regulatory approvals, competitive position and expenditures. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although each of Lionsgate and New Lionsgate believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to:

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

There can be no assurance that the separation or any other transaction described in this joint information/proxy statement will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under “Risk Factors” in this joint information/proxy statement. Any forward-looking statement speaks only as of the date on which it is made, and each of Lionsgate and New Lionsgate assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

THE ANNUAL GENERAL AND SPECIAL MEETING

This joint information/proxy statement is being furnished to holders of existing LGEC common stock for use at an annual general and special meeting of Lionsgate shareholders and any adjournments or postponements thereof.

Date, Time and Place of the Annual General and Special Meeting

Lionsgate will hold its annual general and special meeting of shareholders at [                ], on [                ], at [                ], local time.

Purpose of the Annual General and Special Meeting

At the annual general and special meeting, Lionsgate shareholders will be asked to vote upon the following matters outlined in the notice of the annual general and special meeting:

The LGEC Board does not know of any other matters that may be presented for action at the annual general and special meeting. Should any other business come before the annual general and special meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with the recommendation of the LGEC Board.

Record Date; Outstanding Shares; Shares Entitled to Vote

With respect to all matters other than the separation proposal, only shareholders of record of existing Class A common stock at [                ] (Eastern Time) on [                ] (which we refer to as the “record date”) are entitled to receive notice of the annual general and special meeting and to vote their shares of existing Class A common stock that they held on the record date at the annual general and special meeting, or any continuations, adjournments or postponements of the annual general and special meeting. Each outstanding share of existing Class A common stock entitles its holder to cast one vote on each matter to be voted upon. As of the record date, [                ] shares of existing Class A common stock were outstanding and entitled to vote and held by approximately [                ] shareholders of record.

With respect to the separation proposal only, shareholders of record of existing Class A common stock or existing Class B common stock at [                ] (Eastern Time) on the record date are entitled to receive notice of the annual general and special meeting and to vote their shares of existing Class A common stock or existing Class B common stock, as applicable, that they held on the record date at the annual general and special meeting, or any continuations, adjournments or postponements of the annual general and special meeting. Each outstanding share of existing Class A common stock or existing Class B common stock entitles its holder to cast one vote on each matter to be voted upon. As of the record date, [                ] shares of existing Class B common stock were outstanding and entitled to vote and held by approximately [                ] shareholders of record.

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Confidential Treatment Requested by LG Orion Holdings Inc.

Pursuant to 17 C.F.R. Section 200.83

Holders of existing Class B common stock are not entitled to vote on the matters to be presented at the annual general and special meeting other than the separation proposal.

Each shareholder of record has the right to appoint a person or company to represent the shareholder to vote in person at the annual general and special meeting other than the persons designated in the form of proxy. See “Voting of Proxies” and “Voting in Person” below.

Quorum

A quorum is necessary to hold a valid meeting of Lionsgate shareholders. The quorum for the annual general and special meeting is: