Summary
Liberty Media Corporation (FWONK) filed an 8-K on June 17, 2014, primarily to disclose a change in the payment date for a previously announced dividend. The dividend, which consists of two shares of Series C common stock for each outstanding share of Series A and Series B common stock, has had its payment date moved from July 10, 2014, to July 23, 2014. This extension is intended to allow for a longer "when-issued" trading period for the Series C common stock.
Key Highlights
- 1Payment date for the Series C common stock dividend shifted to July 23, 2014, from July 10, 2014.
- 2The dividend will distribute two shares of Series C common stock for each outstanding share of Series A and Series B common stock.
- 3The change in payment date is to accommodate a longer 'when-issued' trading period for the Series C common stock.
- 4An adjustment to the conversion rate of Liberty Media's 1.375% Cash Convertible Senior Notes due 2023 is required due to the dividend.
- 5Liberty Media provided notice on June 17, 2014, to noteholders regarding the pending adjustment to the conversion rate.
- 6The company will calculate the conversion rate adjustment based on the Indenture's 'Distributed Property' formula, considering Series A stock prices and Series C 'when-issued' trading prices.
- 7Liberty Media reserves the right to not use 'when-issued' prices if a market doesn't develop or prices are not reflective of fair value.
Frequently Asked Questions
The main purpose of this 8-K filing is to announce a change in the payment date of a previously declared dividend and to inform holders of Liberty Media's convertible senior notes about a required adjustment to their conversion rate.
The dividend consists of two shares of Liberty Media's Series C common stock for each outstanding share of Series A and Series B common stock. The payment date has been moved to July 23, 2014.
The payment date was changed from July 10, 2014, to July 23, 2014, to allow for a longer 'when-issued' trading period for the Series C common stock, which is relevant for calculating adjustments to convertible notes.
The issuance of Series C common stock as a dividend necessitates an adjustment to the conversion rate of Liberty Media's 1.375% Cash Convertible Senior Notes due 2023, as per the terms of the governing indenture. The company provided notice of this pending adjustment to noteholders.