Summary
This 8-K filing from Liberty Media Corporation details significant corporate actions related to its reclassification and a modification of its convertible notes. The primary event is the completion of a reclassification that resulted in the creation of three new tracking stocks: new Liberty SiriusXM common stock, new Liberty Formula One common stock, and Liberty Live common stock. These new stocks, with different series (A, B, C), are designed to track the economic performance of their respective business groups. The reclassification involved converting existing Liberty SiriusXM and Liberty Formula One common stock into these new tracking stocks, with fractional shares of Liberty Live common stock being paid in cash. Furthermore, the filing announces an amendment to the Second Supplemental Indenture governing the Company's 1.375% Cash Convertible Senior Notes due 2023. This amendment adjusts the conversion terms to reflect the new tracking stock structure, ensuring that upon conversion, noteholders will receive cash based on a basket of the newly issued Liberty SiriusXM, Liberty Formula One, and Liberty Live common stocks, replacing the former tracking stock components. The company also notes adjustments to the convertible note conversion rate in connection with the previously announced redemptive split-off of Atlanta Braves Holdings.
Key Highlights
- 1Completion of corporate reclassification creating three new tracking stocks: Liberty SiriusXM, Liberty Formula One, and Liberty Live.
- 2New tracking stocks will have multiple series (A, B, C) and are designed to track specific business group performance.
- 3Existing Liberty SiriusXM and Liberty Formula One common stock were reclassified into the new tracking stocks.
- 4Amendment to the Second Supplemental Indenture for 1.375% Cash Convertible Senior Notes due 2023 to reflect the new tracking stock structure.
- 5Conversion consideration for the notes will now be based on a basket of the new Liberty SiriusXM, Liberty Formula One, and Liberty Live common stocks.
- 6Adjustments to the convertible notes' conversion rate were also made in connection with the Atlanta Braves Holdings split-off.
- 7New Liberty SiriusXM, Liberty Formula One, and Liberty Live common stocks (various series) are expected to commence trading on Nasdaq and OTC Markets on August 4, 2023.