Amended Current Report Filing (8-k/a)
November 14 2022 - 2:50PM
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
CURRENT
REPORT
(Amendment
No.1)
Pursuant
to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(date of earliest event reported): November 14, 2022
LIBERTY
MEDIA CORPORATION
(Exact name
of registrant as specified in its charter)
Delaware | |
001-35707 | |
37-1699499 |
(State or other jurisdiction of incorporation or organization) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices
and zip code)
Registrant's telephone number, including
area code: (720) 875-5400
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Series A Liberty SiriusXM Common Stock |
LSXMA |
The Nasdaq Stock Market LLC |
Series B Liberty SiriusXM Common Stock |
LSXMB |
The Nasdaq Stock Market LLC |
Series C Liberty SiriusXM Common Stock |
LSXMK |
The Nasdaq Stock Market LLC |
Series A Liberty Braves Common Stock |
BATRA |
The Nasdaq Stock Market LLC |
Series C Liberty Braves Common Stock |
BATRK |
The Nasdaq Stock Market LLC |
Series A Liberty Formula One Common Stock |
FWONA |
The Nasdaq Stock Market LLC |
Series C Liberty Formula One Common Stock |
FWONK |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
Liberty Media Corporation hereby files this Current Report on Form
8-K/A to amend its original Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2022 for the
sole purpose of including a disclaimer that was inadvertently omitted.
Item 2.02 Results of Operations and
Financial Condition.
Item 7.01 Regulation FD Disclosure.
Formula 1 is hosting a lender presentation on November
14, 2022 in connection with the proposed refinancing of its $2.9 billion term loan B facility and $500 million first lien revolving credit
facility, which is expected to be refinanced with a combination of a new $725 million term loan A (with an expected maturity of approximately
5 years), a $1.7 billion term loan B (with an expected maturity of approximately 7 years) and a $500 million revolving credit facility
(with an expected maturity of approximately 5 years), and the use of approximately $500 million of cash on Formula 1’s balance sheet.
In advance of the lender presentation, Liberty
Media Corporation (the “Company”) is furnishing to the Securities and Exchange Commission (the “SEC”) a slide
from such lender presentation containing certain results of operations and financial condition of its Formula 1 business.
The lender presentation is being made available
only to prospective lenders of Formula 1 and will not be made available to the public.
This
Item 2.02/7.01 and the presentation excerpt attached hereto as Exhibit 99.1 is being furnished to the SEC and shall not be deemed to be
“filed” for any purpose.
Forward Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Formula 1 refinancing
transactions described above and the expected terms thereof. These forward-looking statements involve many risks and uncertainties that
could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, general
market conditions. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company expressly
disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect
any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such
statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, for additional information about the Company and about the risks and uncertainties related to the
Company’s business which may affect the statements made in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Presentation excerpt |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: November 14, 2022
|
LIBERTY MEDIA CORPORATION |
|
|
|
By: |
/s/ Katherine C. Jewell |
|
|
Name: Katherine C. Jewell |
|
|
Title: Assistant Vice President and Assistant Secretary |
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