8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Nov 10, 2020)

Filed November 10, 2020For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced on November 10, 2020, the pricing of an $800 million aggregate principal amount of 0.50% Exchangeable Senior Debentures due 2050. The company also has an option to purchase up to an additional $120 million in Debentures. This offering is being conducted under an exemption from the Securities Act of 1933. In conjunction with this, the company amended its Live Nation Margin Loan Facility on November 9, 2020. Key changes include extending the maturity and availability period to December 2022, reducing the borrowing capacity to $200 million, releasing a significant portion of the pledged Live Nation shares (approximately 53.7 million shares, or all but 9 million), and adjusting the interest rate and commitment fee. These actions appear to be related to the company's capital management strategy and its significant holdings in Live Nation Entertainment.

Key Highlights

  • 1Liberty Media priced an $800 million offering of 0.50% Exchangeable Senior Debentures due 2050.
  • 2An option exists for purchasers to acquire an additional $120 million of the Debentures.
  • 3The Debentures offering is being made under a Securities Act exemption.
  • 4The Live Nation Margin Loan Facility maturity and availability period have been extended to December 2022.
  • 5Borrowing capacity under the Live Nation Margin Loan Facility was reduced to $200 million.
  • 6A substantial portion of Liberty Media's pledged Live Nation shares were released following the facility amendment.
  • 7The interest rate on borrowings under the Live Nation Margin Loan Facility increased to LIBOR plus 2.00%.

Frequently Asked Questions

The filing does not explicitly state the purpose of the debenture offering, but it is typical for companies to issue debt for general corporate purposes, potential acquisitions, or to refinance existing debt.

The release of a significant portion of pledged Live Nation shares indicates that Liberty Media has de-leveraged its margin loan facility to a point where less collateral is required. This could provide Liberty Media with greater flexibility in managing its Live Nation stake, potentially for future strategic actions or simply to reduce secured debt obligations.

The amendment extends the facility's term, reduces the borrowing capacity, and adjusts interest rates. Crucially, it releases a large number of Live Nation shares, freeing up collateral. The higher interest rate on borrowings and reduced commitment fee suggest a shift in the facility's terms, possibly to align with current market conditions or Liberty Media's reduced borrowing needs against its Live Nation stake.

The filing refers to them as 'Exchangeable Senior Debentures', but does not specify into what asset they are exchangeable. Given Liberty Media's significant holding in Live Nation, it's a possibility, but the exact terms of exchangeability would be detailed in the prospectus supplement or offering memorandum, which are not included in this 8-K filing.