8-KRegulation FDOther EventsExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Jan 9, 2013)

Filed January 9, 2013For Securities:FWONKFWONAFWONB

Summary

This 8-K filing from Liberty Media Corporation (FWONK) dated January 9, 2013, primarily announces regulatory approval and upcoming corporate actions impacting its ownership of Sirius XM Radio Inc. (Sirius XM). Investors should note that Liberty Media received approval from the FCC on January 3, 2013, for the transfer of de jure control of Sirius XM. This transfer is a crucial step and is expected to be completed within 60 days of the FCC's approval. The filing also details a significant upcoming spin-off transaction. Liberty Media is spinning off a new entity, Spinco, which will hold Liberty Media's businesses, assets, and liabilities not related to Starz, LLC, crucially including its interest in Sirius XM. This spin-off was expected to occur on January 11, 2013, subject to certain conditions. These events collectively signal a restructuring of Liberty Media's assets and a potential shift in how investors will hold their interest in Sirius XM.

Key Highlights

  • 1FCC approval granted for the transfer of de jure control of Sirius XM to Liberty Media on January 3, 2013.
  • 2The transfer of control of Sirius XM is anticipated to be completed within 60 days of the FCC approval.
  • 3Liberty Media announced an upcoming spin-off of a new entity, Spinco, expected on January 11, 2013.
  • 4Spinco will hold Liberty Media's interest in Sirius XM, along with other assets and liabilities excluding Starz, LLC.
  • 5The filing includes information on the when-issued trading of Spinco common stock and trading symbols for both Liberty Media and Spinco prior to and after the spin-off.
  • 6The information is being furnished under Regulation FD to ensure public disclosure requirements are met.

Frequently Asked Questions

The FCC approval on January 3, 2013, signifies regulatory consent for Liberty Media to gain de jure control of Sirius XM. This is a critical step towards Liberty Media solidifying its ownership stake and influence over Sirius XM's operations.

The spin-off is a corporate restructuring where Liberty Media will separate certain businesses into a new entity, Spinco. Importantly, Spinco will house Liberty Media's stake in Sirius XM, along with other assets and liabilities not associated with Starz, LLC. This will likely alter the corporate structure under which investors hold their interest in Sirius XM.

Liberty Media expected to complete the spin-off on January 11, 2013. However, the filing notes that the spin-off remained subject to certain conditions, meaning the exact completion date could vary.

Following the spin-off, your investment in what was Liberty Media may transition to holdings in either the newly separated Spinco (which holds Sirius XM) or potentially a remaining Liberty Media entity focused on Starz, depending on the specifics of the transaction not fully detailed in this particular 8-K. The filing also indicates separate trading symbols will be used for these entities, suggesting distinct investment vehicles post-spin-off.