8-KOther EventsExhibits & Filings

Liberty Media Corp 8-K Report, Corporate Update (Sep 4, 2024)

Filed September 4, 2024For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced a significant step in its previously disclosed plan to separate and combine its interests in Sirius XM Holdings Inc. The company has set a target date of September 9, 2024, for a redemptive split-off of Liberty SiriusXM Holdings Inc. (SplitCo). Following this, SplitCo's subsidiary will merge with Sirius XM Holdings Inc., with Sirius XM surviving as a wholly-owned subsidiary of SplitCo. Investors should note that SplitCo will be renamed Sirius XM Holdings Inc. (New SiriusXM) and is expected to begin trading on Nasdaq under the ticker symbol "SIRI" on September 10, 2024. This transaction will effectively streamline Liberty Media's structure, with the new entity directly holding the Sirius XM business. The announcement confirms the intended timeline and key details of the transactions, contingent upon the satisfaction or waiver of requisite conditions.

Key Highlights

  • 1Liberty Media Corporation has set September 9, 2024, as the expected closing date for the redemptive split-off of Liberty SiriusXM Holdings Inc. (SplitCo).
  • 2Subsequent to the split-off, SplitCo's subsidiary will merge with Sirius XM Holdings Inc., making Sirius XM a wholly-owned subsidiary of SplitCo.
  • 3The entity SplitCo will be renamed Sirius XM Holdings Inc. (New SiriusXM) following the completion of these transactions.
  • 4The common stock of New SiriusXM is anticipated to commence trading on Nasdaq under the ticker symbol "SIRI" starting September 10, 2024.
  • 5The transactions involve specific share exchange ratios: 0.8375 shares of SplitCo for each Liberty SiriusXM common stock, and 0.1 shares of SplitCo for each existing Sirius XM common stock.
  • 6Cash will be paid in lieu of any fractional shares of SplitCo common stock for both sets of exchanges.
  • 7The consummation of these transactions is subject to the satisfaction or waiver of previously outlined conditions.

Frequently Asked Questions

Liberty Media intends to complete the redemptive split-off of Liberty SiriusXM Holdings Inc. (SplitCo) on September 9, 2024, at 4:05 p.m. New York City time. The merger of SplitCo's subsidiary with Sirius XM Holdings Inc. is expected to be effective on September 9, 2024, at 6:00 p.m. New York City time.

Following the transactions, SplitCo will change its name to Sirius XM Holdings Inc. (New SiriusXM). The common stock of New SiriusXM is expected to begin trading on Nasdaq under the ticker symbol "SIRI" on September 10, 2024.

For Liberty SiriusXM common stock held by Liberty Media shareholders, each share will be redeemed for 0.8375 shares of SplitCo common stock. For existing Sirius XM common stock shareholders, each share will be converted into 0.1 shares of SplitCo common stock. Cash will be paid for any fractional shares.

Yes, the announcement states that the transactions are subject to the requisite conditions to the redemptive split-off and merger being satisfied or waived, as applicable. Investors are advised to refer to Liberty Media's SEC filings for further details on these conditions and associated risks.