8-KSecurities & ListingShareholder MattersOther Events

Liberty Media Corp 8-K Report, Listing Notice (Aug 27, 2024)

Filed August 27, 2024For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) has filed an 8-K detailing significant progress in its previously announced "Split-Off" transaction involving Liberty Sirius XM Holdings Inc. (SplitCo). The report confirms that the necessary Split-Off Proposal was approved by holders of Series A (LSXMA) and Series B (LSXMB) Liberty SiriusXM common stock at a special meeting held on August 23, 2024. This approval paves the way for the expected delisting of Liberty SiriusXM common stock (LSXMA, LSXMB, LSXMK) from the Nasdaq Global Select Market following market close on September 9, 2024. Concurrently with this delisting, Liberty Media expects the newly formed SplitCo's common stock to commence trading on Nasdaq under the ticker symbol "SIRI" on September 10, 2024. Investors should note that this is a critical step in the separation process, and while the Split-Off Proposal received approval, the overall success and timing of the transaction remain subject to the satisfaction or waiver of various conditions outlined in the Reorganization Agreement. This move represents a significant corporate restructuring for Liberty Media and a transition for its SiriusXM-related assets into a new, independently trading entity.

Key Highlights

  • 1Liberty Media's Split-Off Proposal for Liberty Sirius XM Holdings Inc. (SplitCo) has been approved by LSXMA and LSXMB shareholders.
  • 2Liberty SiriusXM common stock (LSXMA, LSXMB, LSXMK) is expected to be delisted from Nasdaq after market close on September 9, 2024.
  • 3SplitCo's common stock is expected to begin trading on Nasdaq under the ticker symbol "SIRI" on September 10, 2024.
  • 4The delisting and new listing are contingent upon the satisfaction or waiver of specified conditions to the Split-Off.
  • 5The approval of the Split-Off Proposal was a key outcome of the special meeting held on August 23, 2024.
  • 6Liberty Media has notified Nasdaq of its intent to voluntarily delist the Liberty SiriusXM common stock.

Frequently Asked Questions

This 8-K filing announces the approval of Liberty Media's Split-Off Proposal by its shareholders and provides details regarding the expected delisting of Liberty SiriusXM common stock from Nasdaq and the subsequent listing of SplitCo's common stock under the ticker "SIRI".

Liberty SiriusXM common stock is expected to cease trading on Nasdaq following market close on September 9, 2024.

Assuming the conditions to the Split-Off are met, your shares of Liberty SiriusXM common stock (LSXMA, LSXMB, LSXMK) will be redeemed in exchange for shares of Liberty Sirius XM Holdings Inc. (SplitCo). The common stock of SplitCo is expected to begin trading on Nasdaq under the ticker "SIRI" on September 10, 2024.

Yes, the Split-Off is subject to the satisfaction or waiver of various conditions outlined in the Reorganization Agreement. The filing emphasizes that these conditions must be met for the transaction to proceed as planned.