8-K/AFinancial EventsExhibits & Filings

Liberty Media Corp 8-K/A Report, Financial Obligation (Apr 20, 2016)

Filed April 20, 2016For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed an 8-K on April 20, 2016, to report an amendment to its existing Indenture for its 1.375% Cash Convertible Notes due 2023. This amendment, executed via a Supplemental Indenture on April 15, 2016, addresses changes stemming from a 'Reclassification and Exchange' event. Effectively, the Notes, previously convertible into cash based on shares of the company's former Series A common stock, will now be convertible into cash based on a 'Securities Basket'. This Securities Basket will be composed of shares from Liberty SiriusXM, Liberty Braves, and Liberty Media common stock. The initial composition of the basket is one share of Series A Liberty SiriusXM common stock, 0.1 of a share of Series A Liberty Braves common stock, and 0.25 of a share of Series A Liberty Media common stock. This change is designed to align the convertible note's underlying value with the new capital structure of Liberty Media following the reclassification and exchange.

Key Highlights

  • 1Amendment to Indenture for 1.375% Cash Convertible Notes due 2023 finalized on April 15, 2016.
  • 2The amendment is a result of a 'Reclassification and Exchange' event undertaken by Liberty Media.
  • 3Convertible notes will now be settled in cash based on a 'Securities Basket' instead of former Series A common stock.
  • 4The 'Securities Basket' comprises shares of Liberty SiriusXM, Liberty Braves, and Liberty Media common stock.
  • 5Initial Securities Basket composition: 1 share of Series A Liberty SiriusXM, 0.1 share of Series A Liberty Braves, 0.25 share of Series A Liberty Media.
  • 6This filing primarily provides disclosure regarding the modification of a financial obligation.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose an amendment to the indenture governing Liberty Media's 1.375% Cash Convertible Notes due 2023. This amendment adjusts how the notes are convertible following a corporate reclassification.

The 'Reclassification and Exchange' resulted in the notes no longer being convertible into cash based solely on the former Series A common stock. Instead, they will be convertible into cash based on a 'Securities Basket' which includes shares of Liberty SiriusXM, Liberty Braves, and Liberty Media common stock.

The initial composition of the 'Securities Basket' is one share of Series A Liberty SiriusXM common stock, 0.1 of a share of Series A Liberty Braves common stock, and 0.25 of a share of Series A Liberty Media common stock.

No, this filing does not involve the issuance of new debt. It is an amendment to the terms of existing convertible notes due to a corporate restructuring event.