8-KMaterial AgreementsFinancial EventsRegulation FD+1

Liberty Media Corp 8-K Report, Material Agreement (Sep 20, 2024)

Filed September 20, 2024For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation, through its subsidiary Delta Topco Limited (operating as Formula 1), has successfully closed a significant refinancing of its credit facilities. This move involved extending the maturity dates for its first lien Term Loan A and revolving credit facilities to September 30, 2029, and refinancing its first lien Term Loan B facility, now maturing on September 30, 2031. This strategic repositioning of Formula 1's debt structure aims to provide greater financial flexibility and potentially lower interest costs. The refinancing includes a $500 million revolving credit facility, an approximately $689 million Term Loan A facility, and a $1.7 billion Term Loan B facility. Interest rates are tied to SOFR or EURIBOR plus a margin, with the Term Loan B facility offering a potential step-down in margin upon the consummation of Liberty Media's acquisition of Dorna Sports, S.L. or termination of that acquisition. These facilities are guaranteed by Delta Topco Limited and certain subsidiaries, and contain customary covenants restricting the company's financial activities, alongside a financial covenant limiting Formula 1's net first lien secured leverage for the Revolving Credit Facility and Term Loan A.

Key Highlights

  • 1Formula 1 completed a refinancing and maturity extension of its senior secured credit facilities on September 19, 2024.
  • 2The revolving credit facility and Term Loan A facility maturities have been extended to September 30, 2029.
  • 3The Term Loan B facility has been refinanced and now matures on September 30, 2031.
  • 4The credit facilities comprise a $500 million revolving credit facility, an approximately $689 million Term Loan A, and a $1.7 billion Term Loan B.
  • 5Interest rates are variable, based on SOFR/EURIBOR plus a margin, with potential for a margin reduction on the Term Loan B linked to the Dorna Sports acquisition status.
  • 6The debt is guaranteed by Delta Topco Limited and certain of its subsidiaries.
  • 7Customary covenants and a financial covenant on net first lien secured leverage are in place for the Revolving Credit Facility and Term Loan A.

Frequently Asked Questions

The primary purpose of this refinancing is to extend the maturity dates of Formula 1's key debt facilities, providing greater financial flexibility and stability. It also involves refinancing the Term Loan B facility, which could impact interest expense and overall debt structure.

The refinancing agreement includes a provision where the margin on Formula 1's Term Loan B facility could permanently step down if Liberty Media's acquisition of Dorna Sports, S.L. is consummated or if that acquisition is terminated. This links the cost of debt to the outcome of the Dorna acquisition.

Following the amendment, the revolving credit facility and the Term Loan A facility are scheduled to mature on September 30, 2029. The Term Loan B facility is scheduled to mature later, on September 30, 2031.

Yes, the Facilities Agreement includes customary covenants that restrict Formula 1 and its subsidiaries from certain actions, such as incurring additional indebtedness or disposing of assets. Additionally, there is a specific financial covenant that limits Formula 1's net first lien secured leverage for the benefit of the Revolving Credit Facility and the Term Loan A Facility.