8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Apr 23, 2020)

Filed April 23, 2020For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced a significant reattribution of assets and liabilities between its Formula One Group and Liberty SiriusXM Group, effective immediately upon board approval on April 22, 2020. This strategic move involves transferring approximately $2.8 billion in assets, including Liberty's entire stake in Live Nation Entertainment, to the Liberty SiriusXM Group, and reattributing $1.5 billion in net asset value from Liberty SiriusXM to the Formula One Group. This transaction aims to restructure the company's holdings and financial exposures. Furthermore, the company is launching a $750 million rights offering to raise capital. Holders of Series A, Series B, and Series C Liberty SiriusXM common stock will receive subscription rights to purchase Series C Liberty SiriusXM common stock (LSXMK) at a 20% discount to the prevailing volume-weighted average price. The primary purpose of this offering is to repay an intergroup loan of $750 million, which was part of the broader reattribution transaction. The record date for rights distribution is May 13, 2020, with the offering expected to commence on May 18, 2020.

Key Highlights

  • 1Reattribution of $2.8 billion in assets from Formula One Group to Liberty SiriusXM Group, including Liberty's Live Nation stake.
  • 2Reattribution of $1.5 billion in net asset value from Liberty SiriusXM Group to Formula One Group.
  • 3Reattributed liabilities total $1.3 billion, including convertible notes and exchangeable debentures.
  • 4Authorization of a $750 million rights offering for Series C Liberty SiriusXM common stock (LSXMK).
  • 5Subscription rights will be distributed to holders of Series A, Series B, and LSXMK on May 13, 2020.
  • 6Shares in the rights offering will be priced at a 20% discount to the volume-weighted average price of LSXMK.
  • 7Capital raised from the rights offering will be used to repay a $750 million intergroup loan.

Frequently Asked Questions

The primary purpose of the reattribution is to rebalance and restructure the assets and liabilities between Liberty Media's Formula One Group and Liberty SiriusXM Group. This includes transferring the Live Nation stake to the Liberty SiriusXM Group and addressing certain financial exposures related to convertible notes and other debt instruments.

The rights offering is designed to raise $750 million in capital. This capital is specifically intended to repay the newly created $750 million intergroup loan, which was part of the reattribution transaction between the two groups.

Holders of Series A Liberty SiriusXM common stock, Series B Liberty SiriusXM common stock, and Series C Liberty SiriusXM common stock (LSXMK) as of the record date (May 13, 2020) are eligible to receive subscription rights. The shares of LSXMK purchased through the rights offering will be at a 20% discount to the volume-weighted average price of LSXMK over a specified three-day trading period.

The record date for the distribution of the Series C Liberty SiriusXM Rights is May 13, 2020. The rights offering is expected to commence on May 18, 2020, and expire on June 2, 2020, though it may be extended. Liberty Media reserves the right to terminate the offering at any time.