8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Feb 2, 2021)

Filed February 2, 2021For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed an 8-K on February 2, 2021, primarily to disclose the execution of a tax sharing agreement with Sirius XM Holdings Inc. (SIRI) on February 1, 2021. This agreement governs the allocation of consolidated U.S. income tax liabilities and other related tax matters. The necessity for this agreement arises from Liberty Media's substantial ownership of SiriusXM, which is approaching the 80% threshold required to form a consolidated tax group. Liberty Media currently holds approximately 76% of SiriusXM's common stock and anticipates exceeding 80% ownership in 2021, which would lead to their inclusion in the same consolidated federal income tax group. The agreement was negotiated with a special committee of independent SiriusXM directors and approved by Liberty Media's executive committee. Importantly, Liberty Media does not expect this tax sharing agreement or the future consolidation to have any material adverse effect on its financial position. The filing also includes standard forward-looking statement disclaimers, advising investors to consult Liberty Media's other SEC filings for a comprehensive understanding of associated risks.

Key Highlights

  • 1Liberty Media entered into a tax sharing agreement with SiriusXM on February 1, 2021.
  • 2The agreement details the allocation of consolidated U.S. income tax liabilities and other tax matters.
  • 3Liberty Media currently owns approximately 76% of SiriusXM and expects to exceed the 80% ownership threshold in 2021.
  • 4Exceeding 80% ownership will enable Liberty Media and SiriusXM to form a consolidated federal income tax group.
  • 5The tax sharing agreement was negotiated with a special committee of independent SiriusXM directors.
  • 6Liberty Media anticipates no material adverse effect on its financial results from this agreement or future tax consolidation.
  • 7The agreement is effective upon SiriusXM becoming part of Liberty Media's consolidated tax group.

Frequently Asked Questions

The tax sharing agreement is designed to govern how consolidated U.S. income tax liabilities will be allocated between Liberty Media and SiriusXM, and to set forth other agreements related to tax matters once they become part of the same consolidated federal income tax group.

Liberty Media's ownership of SiriusXM is approaching the 80% threshold required for tax consolidation. The agreement is being put in place in anticipation of exceeding this threshold, likely during 2021, to ensure a smooth and defined process for tax matters.

According to the filing, Liberty Media does not expect the tax sharing agreement or the future inclusion of SiriusXM in its consolidated tax group to have any material adverse effect on the company's financial position.

Yes, the tax sharing agreement is attached as an exhibit to this Form 8-K filing (Exhibit 99.1). However, this filing is made under Regulation FD and is not considered 'filed' for purposes of Section 18 of the Exchange Act.