8-KMaterial AgreementsSecurities & ListingOther Events+1

Liberty Media Corp 8-K Report, Material Agreement (Sep 7, 2016)

Filed September 7, 2016For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced a significant transaction on September 7, 2016, entering into definitive agreements to acquire 100% of the equity securities of Delta Topco Limited, the parent company of the Formula One business. The total purchase price is approximately $4.4 billion, to be paid through a combination of $1.1 billion in cash, the issuance of approximately $351 million in exchangeable notes, and the issuance of Liberty Media common stock (LMCK Stock). An initial transaction involving a partial acquisition of 20% of Delta Topco for approximately $746 million was executed and immediately unwound as part of the larger deal structure. The closing of the transaction is anticipated in the first quarter of 2017, subject to customary conditions, including stockholder approval for the share issuance and antitrust clearances. This acquisition represents a major strategic move for Liberty Media, aiming to integrate the globally recognized Formula One brand into its portfolio. The transaction will also involve a rebranding of Liberty Media's "Media Group" to the "Formula One Group" and a corresponding change in its common stock ticker symbol.

Key Highlights

  • 1Liberty Media entered into definitive agreements to acquire 100% of Formula One's parent company, Delta Topco Limited.
  • 2The total transaction value is approximately $4.4 billion, comprising cash, exchangeable notes, and Liberty Media common stock (LMCK Stock).
  • 3An initial partial acquisition for $746 million was completed and immediately unwound as part of the larger definitive agreement.
  • 4The acquisition is expected to close in the first quarter of 2017, subject to shareholder approval and regulatory clearances.
  • 5Liberty Media plans to rebrand its "Media Group" to the "Formula One Group" and change its stock ticker symbol.
  • 6Key parties, including John C. Malone, have entered into a voting agreement to support the necessary shareholder approvals.
  • 7Post-acquisition, selling shareholders will have rights to appoint a director to Liberty Media's board and certain consent rights.

Frequently Asked Questions

This Form 8-K announces Liberty Media Corporation's entry into definitive agreements to acquire Delta Topco Limited, the parent company of the Formula One business, for approximately $4.4 billion. It details the structure of the transaction, financing components, closing conditions, and related agreements.

The total purchase price for Formula One is approximately $4.4 billion. This is comprised of approximately $1.1 billion in cash, the issuance of approximately $351 million in exchangeable notes, and the issuance of Liberty Media common stock (LMCK Stock) to the selling shareholders.

The acquisition is expected to close in the first quarter of 2017. Key conditions include obtaining approval from Liberty Media's stockholders for the issuance of LMCK Stock, securing antitrust and competition law clearances in various countries, and obtaining certain third-party consents, including from the Fédération Internationale de l’Automobile (FIA).

Following the transaction, Liberty Media intends to rename its "Media Group" to the "Formula One Group" and reclassify its existing common stock into corresponding series of "Liberty Formula One common stock." This will also lead to a change in its stock ticker symbol.