8-KLeadership ChangesMaterial AgreementsShareholder Matters+3

Liberty Media Corp 8-K Report, Material Agreement (Jan 17, 2013)

Filed January 17, 2013For Securities:FWONKFWONAFWONB

Summary

This Form 8-K filing from Liberty Media Corporation (formerly Liberty Spinco, Inc.) reports the completion of its spin-off from Starz (formerly Liberty Media Corporation) on January 11, 2013. As a result of this spin-off, Liberty Media Corporation is now an independent, publicly traded company. The company's principal assets include significant holdings in companies such as Atlanta National League Baseball Club, Inc., TruePosition, Inc., Sirius XM Radio Inc., and Live Nation Entertainment, Inc., as well as minority investments in publicly traded companies like Barnes & Noble, Time Warner, Time Warner Cable, and Viacom. In connection with the spin-off, Liberty Media Corporation received approximately $1.8 billion in cash from Starz. The filing also details several material definitive agreements entered into between Liberty Media Corporation and Starz to govern their post-spin-off relationship, including a reorganization agreement, tax sharing agreement, services agreement, and various sharing and lease agreements for facilities and aircraft. Additionally, the company amended its charter and bylaws, reclassifying its common stock into Series A, B, and C shares, and appointed a new board of directors and executive officers.

Key Highlights

  • 1Completion of the spin-off from Starz, creating Liberty Media Corporation as an independent public entity.
  • 2Liberty Media Corporation's portfolio includes significant stakes in Sirius XM Radio, Live Nation Entertainment, and minority investments in various public companies.
  • 3The company received approximately $1.8 billion in cash from Starz as part of the spin-off transaction.
  • 4Key agreements were established to govern the ongoing relationship between Liberty Media and Starz, covering tax, services, and facilities.
  • 5The company's capital structure was revised with the filing of a Restated Certificate of Incorporation, creating Series A, B, and C common stock.
  • 6A new nine-member board of directors was appointed, with John C. Malone serving as Chairman.
  • 7Key executive officers, including CEO Gregory B. Maffei, were appointed to lead the newly independent company.

Frequently Asked Questions

This 8-K filing announces the completion of the spin-off of Liberty Media Corporation (formerly Liberty Spinco, Inc.) from Starz (formerly Liberty Media Corporation) on January 11, 2013. It details the creation of Liberty Media Corporation as a new, independent, publicly traded entity and outlines the material agreements and corporate changes associated with this separation.

The new Liberty Media Corporation holds assets that were formerly part of Starz, including its subsidiaries Atlanta National League Baseball Club, Inc. and TruePosition, Inc. It also has equity affiliations with Sirius XM Radio Inc. and Live Nation Entertainment, Inc., as well as minority investments in public companies such as Barnes & Noble, Inc., Time Warner Inc., Time Warner Cable Inc., and Viacom Inc.

In connection with the spin-off, Starz distributed approximately $1.8 billion in cash to Liberty Media Corporation. A portion of this cash was distributed prior to the spin-off itself.

Following the spin-off, Liberty Media Corporation filed a Restated Certificate of Incorporation that reclassified its former common stock into Series A, Series B, and Series C common stock. These new stock series have specific terms and rights outlined in the filing.