8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Jul 24, 2014)

Filed July 24, 2014For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed an 8-K on July 24, 2014, to disclose an adjustment to the conversion rate of its 1.375% Cash Convertible Senior Notes due 2023. This adjustment was necessitated by a previously announced dividend distribution. The conversion rate for every $1,000 principal amount of notes has been significantly increased from 5.5882 shares of Series A common stock to 15.7760 shares of Series A common stock. This change is directly linked to the dividend where holders of Series A and Series B common stock received two shares of Series C common stock for each share owned as of the July 7, 2014 record date. The dividend payment date was July 23, 2014. The purpose of this filing is to comply with Regulation FD, ensuring that this material information regarding the convertible notes is publicly disclosed.

Key Highlights

  • 1Adjustment to the conversion rate of Liberty Media's 1.375% Cash Convertible Senior Notes due 2023.
  • 2The conversion rate increased substantially from 5.5882 to 15.7760 shares of Series A common stock per $1,000 principal amount of Notes.
  • 3The adjustment is a direct consequence of a previously announced stock dividend.
  • 4The dividend involved a distribution of two shares of Series C common stock for each outstanding share of Series A and Series B common stock.
  • 5The record date for the dividend was July 7, 2014, and the payment date was July 23, 2014.
  • 6The filing is made under Regulation FD to ensure public disclosure of the conversion rate change.
  • 7This information is furnished, not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act.

Frequently Asked Questions

The conversion rate was adjusted due to a stock dividend distribution. Liberty Media issued two shares of Series C common stock for each outstanding share of its Series A and Series B common stock, which triggered an adjustment mechanism in the indenture governing the notes.

The conversion rate has increased from 5.5882 shares of Series A common stock per $1,000 principal amount of notes to 15.7760 shares of Series A common stock per $1,000 principal amount of notes. This is a substantial increase.

Holders of the 1.375% Cash Convertible Senior Notes due 2023 are directly affected, as the terms under which they can convert their notes into Series A common stock have changed. Additionally, shareholders who received the Series C dividend are indirectly related to the event triggering this adjustment.

The company is filing this 8-K under Item 7.01 (Regulation FD Disclosure) to publicly announce a material event concerning its convertible debt. This ensures that all investors have access to the same information simultaneously, complying with fair disclosure requirements.