8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Mar 7, 2023)

Filed March 7, 2023For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) has announced significant financial maneuvers primarily related to its Sirius XM Holdings Inc. (SIRI) stake and existing debt. The company amended its margin loan agreement, extending its maturity to March 2026, increasing its revolving credit facility by $200 million, and lowering the minimum stock price threshold for adjustments. This provides increased flexibility and financial capacity related to its SIRI holdings. Concurrently, Liberty Media is proposing an offering of up to $575 million in convertible senior notes. The proceeds are earmarked for repurchasing its 1.375% Cash Convertible Notes due 2023 and settling or redeeming its 2.125% Exchangeable Senior Debentures due 2048. This strategic move aims to manage and potentially reduce outstanding debt obligations, utilizing a combination of cash, intergroup settlements, margin loan capacity, and proceeds from unwinding related derivative instruments. The company also anticipates a substantial receipt of Atlanta Braves Holdings, Inc. common stock as part of a proposed split-off, which is expected to be used for further debt reduction within the Liberty SiriusXM Group.

Key Highlights

  • 1Amendment to the Siri MarginCo margin loan agreement extends maturity to March 2026 and increases revolving facility by $200 million.
  • 2Proposed offering of up to $575 million in convertible senior notes.
  • 3Proceeds from the new notes will be used to repurchase 1.375% Cash Convertible Notes due 2023 and to redeem 2.125% Exchangeable Senior Debentures due 2048.
  • 4The company expects to utilize existing cash attributed to Liberty SiriusXM Group, cash from Liberty Formula One Group, and borrowings under the margin loan to fund these transactions.
  • 5Costs associated with repurchasing the 1.375% Cash Convertible Notes will be partially offset by proceeds from the termination and unwinding of related bond hedges and warrants.
  • 6Anticipated receipt of approximately 1.8 million shares of Atlanta Braves Holdings, Inc. common stock from a proposed split-off, which will be used to reduce debt within the Liberty SiriusXM Group.
  • 7The margin loan is secured by shares of Sirius XM Holdings Inc. common stock.

Frequently Asked Questions

The primary purpose is to raise capital to repurchase the company's outstanding 1.375% Cash Convertible Notes due 2023 and to settle or redeem its 2.125% Exchangeable Senior Debentures due 2048. This is a proactive debt management strategy.

The company plans to use a combination of sources, including cash on hand attributed to the Liberty SiriusXM Group, cash from the Liberty Formula One Group, available borrowings under the amended Siri MarginCo margin loan, and proceeds from the unwinding of related derivative instruments. The receipt of Atlanta Braves Holdings, Inc. stock is also expected to aid in debt reduction.

The margin loan agreement, secured by Sirius XM stock, was amended to extend its maturity to March 2026, increase the revolving facility by $200 million, and lower the minimum stock price for adjustments. These changes provide Liberty Media with greater financial flexibility and capacity related to its Sirius XM holdings.

The margin loan is directly secured by Sirius XM shares, so changes to the loan agreement could influence how Liberty Media manages its position. The company is also using borrowings under this loan. While the filing doesn't explicitly state a change in the *number* of Sirius XM shares held as collateral, the increased capacity and extended maturity offer more flexibility in managing that collateral.