8-KMaterial AgreementsExhibits & Filings

Liberty Media Corp 8-K Report, Material Agreement (Jun 17, 2024)

Filed June 17, 2024For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) has filed an 8-K detailing significant amendments to its previously announced split-off and merger transactions involving Sirius XM Holdings Inc. The primary change involves a substantial reduction in the total number of outstanding shares of the newly formed entity, New Sirius, by 90%. This adjustment is achieved by modifying the exchange ratios in both the Reorganization Agreement and the Merger Agreement. The company states that these amendments are intended to preserve the original economics of the transaction for shareholders while improving the trading dynamics and attractiveness of New Sirius's stock by increasing its nominal share price. The amendments have been approved by the respective Boards of Directors and Special Committee. Liberty Media anticipates the closing of these transactions to occur in the third quarter of 2024. Investors should note that these changes are uniform across affected shareholders, ensuring no alteration in their percentage ownership of New Sirius, except for potential cash payments for fractional shares.

Key Highlights

  • 1Liberty Media amended agreements related to the split-off of Liberty SiriusXM Group and subsequent merger with Sirius XM Holdings.
  • 2The amendments reduce the total number of outstanding shares of the new entity (New Sirius) by 90% post-transaction.
  • 3Exchange ratios in the Reorganization Agreement and Merger Agreement have been adjusted to achieve this share reduction.
  • 4The company states the amendments aim to improve New Sirius's stock trading dynamics and attractiveness by increasing its nominal share price.
  • 5The changes are intended to preserve the economic terms of the original transaction for shareholders.
  • 6The transactions are expected to close in the third quarter of 2024.
  • 7Liberty Media's Board has recommended holders of LSXMA and LSXMB vote in favor of the amended Split-Off.

Frequently Asked Questions

The primary purpose of the amendments is to significantly reduce the total number of outstanding shares of the new entity, New Sirius, by 90%. This is intended to improve the stock's trading dynamics and make it more attractive to investors by increasing its nominal share price, while preserving the original economic terms of the transaction for shareholders.

The amendments adjust the exchange ratios uniformly across all affected shareholders. This means that while the total number of shares of New Sirius will be reduced, your percentage interest in New Sirius immediately following the closing should remain the same as it would have been without these revisions, except for instances where shareholders receive cash in lieu of fractional shares.

Liberty Media anticipates that the closing of these transactions will occur in the third quarter of 2024.

Yes, the amendments have been approved by Liberty Media’s Board of Directors, the Special Committee of the Board of Directors of Sirius XM Holdings, and Sirius XM Holdings’ Board of Directors. Liberty Media’s Board has recommended that holders of LSXMA and LSXMB vote in favor of the amended Split-Off.