8-KMaterial AgreementsRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Material Agreement (May 24, 2017)

Filed May 24, 2017For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed an 8-K on May 24, 2017, detailing the closing of a significant offering of its Series C Liberty Formula One common stock. The offering involved the sale of 40,000,000 shares at $31.00 per share. Of these, 12,903,225 shares were sold by Liberty Media itself, and the remaining 27,096,775 shares were sold by existing stockholders, referred to as the Selling Stockholders. The Selling Stockholders had acquired these shares in January 2017 in connection with Liberty Media's acquisition of Delta Topco, the parent company of Formula 1. The proceeds from the shares sold by Liberty Media are allocated to the Formula One Group and are intended for repaying existing indebtedness of a Delta Topco subsidiary and covering offering-related expenses. Importantly, Liberty Media received no proceeds from the sale of shares by the Selling Stockholders. The underwriters also hold an option to purchase up to an additional 6,000,000 shares from the Selling Stockholders within 30 days. This filing primarily communicates the completion of this material definitive agreement and related disclosures.

Key Highlights

  • 1Liberty Media Corporation (FWONK) completed an offering of 40,000,000 shares of Series C Liberty Formula One common stock at $31.00 per share.
  • 2Liberty Media sold 12,903,225 shares, with proceeds intended for debt repayment and offering expenses within the Formula One Group.
  • 3Selling Stockholders sold 27,096,775 shares, and Liberty Media received no proceeds from their sales.
  • 4The Selling Stockholders have granted underwriters an option to purchase up to an additional 6,000,000 shares.
  • 5The shares sold by Selling Stockholders were acquired in connection with Liberty Media's January 2017 acquisition of Delta Topco (parent of Formula 1).
  • 6The offering closed on May 24, 2017, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC acting as underwriters.
  • 7The filing includes press releases announcing the pricing (May 19, 2017) and closing (May 24, 2017) of the offering.

Frequently Asked Questions

The main purpose of this 8-K filing was to report the entry into and closing of a material definitive agreement related to the offering and sale of Liberty Formula One common stock (FWONK). It formally announced the completion of the share offering and provided details on the number of shares sold, the price, and the allocation of proceeds.

Liberty Media Corporation raised approximately $402 million (12,903,225 shares * $31.00/share) from this offering. The net proceeds are intended to be used for repaying existing indebtedness of a wholly owned subsidiary of Delta Topco and paying expenses related to the offering.

No, Liberty Media only received proceeds from the 12,903,225 shares it sold. The remaining 27,096,775 shares were sold by Selling Stockholders, and Liberty Media did not receive any proceeds from those sales.

The Selling Stockholders were individuals or entities that held shares of FWONK acquired in January 2017 as part of Liberty Media's acquisition of Delta Topco, the parent company of Formula 1. Their sale of a significant portion of the shares represents a divestment of some of their holdings in the Formula One entity.