8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Nov 19, 2014)

Filed November 19, 2014For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced on November 18, 2014, an adjustment to the conversion rate of its 1.375% Cash Convertible Senior Notes due 2023. The adjustment, effective due to the previously completed spin-off of Liberty Broadband Corporation (Broadband), increases the number of Series A common stock shares issuable upon conversion of the notes. Specifically, the conversion rate changed from 15.7760 shares to 21.0859 shares of Series A common stock per $1,000 principal amount of notes. This change is a direct consequence of the spin-off transaction where Liberty Media distributed all shares of its subsidiary, Liberty Broadband, to its own common stock shareholders. This event, which occurred on November 4, 2014, altered the capital structure and asset base of Liberty Media, necessitating the adjustment to the convertible notes to reflect the new equity landscape. Investors holding these notes should understand that their potential equity stake in Liberty Media upon conversion is now larger.

Key Highlights

  • 1Adjustment of the conversion rate for Liberty Media's 1.375% Cash Convertible Senior Notes due 2023.
  • 2The conversion rate increased from 15.7760 to 21.0859 shares of Series A common stock per $1,000 principal amount of notes.
  • 3This adjustment is linked to the spin-off of Liberty Broadband Corporation.
  • 4Liberty Broadband shares were distributed to Liberty Media's common stock holders as a dividend on November 4, 2014.
  • 5The spin-off involved distributing one-fourth of a share of Liberty Broadband's respective common stock class for each share of Liberty Media's common stock held.
  • 6This filing is made under Regulation FD and is not considered a 'filed' event for other purposes.

Frequently Asked Questions

The conversion rate was adjusted because Liberty Media completed the spin-off of its subsidiary, Liberty Broadband Corporation. This spin-off changed the company's capital structure and equity, requiring an update to the terms of the convertible notes to accurately reflect the potential equity stake upon conversion.

The spin-off led to a distribution of Liberty Broadband shares to Liberty Media's shareholders. Consequently, the conversion rate for Liberty Media's convertible notes was increased, meaning that holders of the notes can now convert them into more shares of Liberty Media's Series A common stock than before the spin-off.

The conversion rate for the notes was adjusted from 15.7760 shares of Series A common stock per $1,000 principal amount to 21.0859 shares of Series A common stock per $1,000 principal amount.

The spin-off of Liberty Broadband Corporation was effected on November 4, 2014.