8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Oct 10, 2013)

Filed October 10, 2013For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed an 8-K on October 10, 2013, disclosing several significant transactions. A subsidiary of Comcast exchanged approximately 6.3 million shares of Liberty Media's Series A common stock for a newly formed Liberty subsidiary holding Leisure Arts, Inc., approximately $417 million in cash, and Liberty's rights to a CNBC revenue-sharing agreement. This transaction effectively redeems a portion of Comcast's stake in Liberty Media. In addition to the Comcast transaction, Liberty Media announced a major share repurchase agreement with Sirius XM Radio Inc. Sirius XM has agreed to repurchase $500 million of its common stock from Liberty Media as part of its expanded repurchase program, which Sirius XM has since increased by an additional $2 billion. Liberty Media also proposed a private offering of $500 million in cash convertible senior notes due 2023 to further bolster its financial flexibility. These disclosures provide insight into Liberty Media's strategic capital allocation and corporate restructuring efforts.

Key Highlights

  • 1Comcast subsidiary exchanged ~6.3 million shares of Liberty Media Series A common stock for a newly created Liberty subsidiary holding Leisure Arts, Inc., $417 million cash, and CNBC revenue sharing rights.
  • 2Liberty Media entered into a Share Repurchase Agreement with Sirius XM Radio Inc.
  • 3Sirius XM will repurchase $500 million of its common stock from Liberty Media as part of its share repurchase program.
  • 4Sirius XM's share repurchase program has been increased by an additional $2 billion.
  • 5Liberty Media announced a proposed private offering of $500 million aggregate principal amount of cash convertible senior notes due 2023.

Frequently Asked Questions

A subsidiary of Comcast Corporation exchanged approximately 6.3 million shares of Liberty Media's Series A common stock for a newly created subsidiary of Liberty. This subsidiary holds Leisure Arts, Inc., approximately $417 million in cash, and Liberty's rights to a revenue-sharing agreement related to CNBC carriage. This effectively reduces Comcast's holdings in Liberty Media and provides Liberty with cash and assets.

Liberty Media, a significant shareholder in Sirius XM, agreed to sell $500 million of its Sirius XM common stock back to Sirius XM. This is part of Sirius XM's broader share repurchase program, which was expanded to include an additional $2 billion. This transaction allows Liberty Media to monetize a portion of its Sirius XM investment and provides Sirius XM with a substantial buyback.

Liberty Media proposed offering $500 million in cash convertible senior notes due 2023. This indicates the company is seeking to raise capital, likely for general corporate purposes, strategic initiatives, or to further fund its operations and investments. The convertible nature of the notes suggests potential future equity dilution for existing shareholders if the notes are converted.

The press release detailing these events (Exhibit 99.1) was furnished to the SEC under Item 7.01 of Form 8-K, meaning it is not considered 'filed' for purposes of Section 18 of the Exchange Act. However, the Share Repurchase Agreement (Exhibit 99.2) was filed under Item 9.01 of Form 8-K.