8-KRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Regulation FD Disclosure (Apr 6, 2023)

Filed April 6, 2023For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced via an 8-K filing on April 6, 2023, its intent to proceed with the previously disclosed split-off of Atlanta Braves Holdings, Inc. (SplitCo). This transaction involves redeeming existing Liberty Braves common stock in exchange for SplitCo common stock. Importantly, Liberty Media has decided to move forward with the split-off without a private letter ruling from the IRS regarding the tax-free nature of the transaction. While the IRS declined to provide the ruling at this time due to ongoing regulatory projects, Liberty Media's tax counsel has confirmed that, based on current law and assumptions, the transaction is expected to be tax-free for Liberty Media and its shareholders. This decision removes a key condition for the split-off, allowing the company to proceed, subject to other conditions including the receipt of a satisfactory tax opinion from its counsel. The Split-Off will be structured such that shares of SplitCo attributed to the Liberty SiriusXM Group will be exchanged for certain debt obligations of Liberty Media, while shares attributed to the Formula One Group will be distributed to holders of Liberty Formula One common stock. This move aims to create a separate entity for the Braves Group, potentially unlocking value and simplifying the corporate structure. Investors should note that the finalization of the split-off is contingent on meeting all remaining conditions, including the tax opinion.

Key Highlights

  • 1Liberty Media (FWONK) will proceed with the split-off of Atlanta Braves Holdings, Inc. (SplitCo).
  • 2The company will no longer condition the split-off on receiving a private letter ruling from the IRS regarding tax-free status.
  • 3Liberty Media's tax counsel, Skadden Arps Slate Meagher & Flom, LLP, believes the transaction will be tax-free under current law, enabling a tax opinion to be issued at closing.
  • 4The split-off involves a redemption of Liberty Braves common stock for SplitCo common stock.
  • 5Shares of SplitCo attributed to the Liberty SiriusXM Group will be used to retire certain debt obligations of Liberty Media.
  • 6Shares of SplitCo attributed to the Formula One Group will be distributed pro rata to holders of Liberty Formula One common stock.
  • 7The Split-Off is subject to remaining conditions outlined in the S-4 registration statements, including the receipt of a favorable tax opinion.

Frequently Asked Questions

Liberty Media has decided to proceed with the split-off of Atlanta Braves Holdings, Inc. without waiting for a private letter ruling from the IRS. While the IRS declined to issue a ruling due to ongoing regulatory considerations, Liberty Media's tax counsel has advised that the transaction is expected to be tax-free under current law, allowing the company to obtain a tax opinion at closing.

Liberty Media's tax counsel has confirmed that, under current law and based on certain assumptions and representations, the Split-Off Transactions are expected to qualify as tax-free for holders of Liberty Braves common stock and Liberty Formula One common stock, except for any cash received in lieu of fractional shares. A formal tax opinion will be issued at closing, which is a condition to the completion of the split-off.

The split-off involves a redemption of Liberty Braves common stock for SplitCo common stock. Shares of SplitCo allocated to the Liberty SiriusXM Group will be used to settle certain debt obligations of Liberty Media. Shares of SplitCo allocated to the Formula One Group will be distributed on a pro rata basis to holders of Liberty Formula One common stock.

While the IRS ruling condition has been removed, the split-off is still subject to other conditions described in the filed registration statements. A key remaining condition is the receipt of a tax opinion from Liberty Media's counsel confirming the tax-free nature of the transaction.