8-KAcquisitions & DispositionsSecurities & ListingRegulation FD+1

Liberty Media Corp 8-K Report, Acquisition Completed (Sep 10, 2024)

Filed September 10, 2024For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) has officially completed its previously announced split-off of its former subsidiary, Liberty SiriusXM Holdings Inc., now operating independently as Sirius XM Holdings Inc. This significant corporate action involved a redemption of Liberty SiriusXM common stock in exchange for shares of the newly formed Sirius XM Holdings Inc., and a subsequent merger where Sirius XM Holdings Inc. acquired the entirety of Sirius XM. As a result, Liberty Media shareholders will now hold shares in two separate publicly traded entities, with Liberty Media retaining its other assets and Sirius XM Holdings Inc. being a standalone company focused on the satellite and digital radio business. This transaction marks a pivotal moment for both entities, allowing Sirius XM Holdings Inc. to operate with a distinct capital structure and strategic focus, while Liberty Media can now concentrate on its remaining portfolio. Investors should note the significant change in their holdings and the distinct investment profiles of the two resulting companies. The report also includes pro forma financial information for Liberty Media, reflecting the impact of this disposition.

Key Highlights

  • 1Liberty Media Corporation has completed the split-off of its former wholly owned subsidiary, Liberty SiriusXM Holdings Inc. (now Sirius XM Holdings Inc.).
  • 2The transaction involved a redemption of Liberty SiriusXM common stock for shares of the new Sirius XM Holdings Inc. and a subsequent merger with Sirius XM Holdings Inc.
  • 3Sirius XM Holdings Inc. is now an independent, publicly traded company, distinct from Liberty Media Corporation.
  • 4The former Liberty SiriusXM common stock tickers (LSXMA, LSXMB, LSXMK) have been delisted from Nasdaq as of September 9, 2024.
  • 5Liberty Media has filed unaudited pro forma condensed consolidated financial statements reflecting the impact of the disposition.
  • 6A joint press release detailing the completion of these transactions was issued on September 9, 2024.

Frequently Asked Questions

The primary outcome is that Liberty Media Corporation has successfully separated its former subsidiary, Liberty SiriusXM Holdings Inc., which is now an independent, publicly traded company named Sirius XM Holdings Inc. Liberty Media shareholders who held Liberty SiriusXM stock have received shares in the new, independent Sirius XM Holdings Inc.

These ticker symbols have been delisted from the Nasdaq stock exchange effective September 9, 2024, following the completion of the split-off.

Shareholders who held Liberty SiriusXM common stock have received shares in the newly independent Sirius XM Holdings Inc. Liberty Media Corporation itself continues to exist as a separate entity, and its shareholders will continue to hold their Liberty Media shares, which now represent ownership in Liberty Media's remaining assets, distinct from the newly separated Sirius XM business.

The filing includes unaudited pro forma condensed consolidated financial statements for Liberty Media, which provide information on the financial impact of the disposition. Additionally, a joint press release was issued on September 9, 2024, which may offer further details.