Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA,
LSXMB, LSXMK, BATRA, BATRK, FWONA, FWONK) today announced that its
board of directors has authorized management to pursue a split-off
(the “Split-Off”) of the Atlanta Braves and its associated real
estate development project and the creation of a new Liberty Live
Group tracking stock.
“We plan to split off the Atlanta Braves into an asset-backed
stock to better highlight its strong value. Additionally, post
Split-Off, we plan to recapitalize all of Liberty Media’s remaining
common stock into three tracking stock groups,” said Greg Maffei,
Liberty Media President and CEO. “These actions will provide
greater investor choice and enable targeted investment and
capital-raising through more focused currencies, while maintaining
an optimal capital structure for Liberty Media and preserving
optionality with respect to our subsidiary SiriusXM and our Live
Nation stake.”
The Split-Off would be accomplished through the redemption of
Liberty Media’s existing Liberty Braves common stock in exchange
for common stock of a newly formed company to be called Atlanta
Braves Holdings, Inc. (“Atlanta Braves Holdings”). Atlanta Braves
Holdings would hold all of the businesses, assets and liabilities
currently attributed to the Braves Group, including Braves
Holdings, LLC, which is the direct or indirect owner and operator
of the Atlanta Braves Major League Baseball Club, certain assets
and liabilities associated with the Atlanta Braves’ stadium and
mixed use development project, The Battery Atlanta, and corporate
cash. In connection with the Split-Off, Liberty Media would redeem
each outstanding share of its Series A, Series B and Series C
Liberty Braves common stock for one share of the corresponding
series of common stock of Atlanta Braves Holdings. As a result of
the Split-Off, Liberty Media and Atlanta Braves Holdings would be
separate publicly traded companies. It is expected that the
intergroup interests in the Braves Group held by Liberty Media’s
existing Liberty SiriusXM Group and Formula One Group would be
settled and extinguished in connection with the Split-Off in a
manner to be determined.
Following the completion of the Split-Off, Liberty Media would
create a new third tracking stock group, the Liberty Live Group,
through the reclassification of all of Liberty Media’s remaining
common stock, which includes the Liberty SiriusXM Group and the
Formula One Group (the “Reclassification”). In connection with the
Reclassification:
- Outstanding shares of Liberty Media’s Series A, Series B and
Series C Liberty SiriusXM common stock would be reclassified into
shares of the corresponding series of both new Liberty SiriusXM
tracking stock and Liberty Live tracking stock.
- Outstanding shares of Liberty Media’s Series A, Series B and
Series C Liberty Formula One common stock would be reclassified
into shares of the corresponding series of both new Liberty Formula
One tracking stock and Liberty Live tracking stock.
The reclassification ratios for the creation of the new tracking
stocks will be determined and announced at a later date.
Liberty Media intends to attribute its businesses, assets and
liabilities among the new tracking stock groups as outlined
below:
- New Liberty SiriusXM Group - its interest in Sirius XM Holdings
Inc., corporate cash, Liberty Media’s 1.375% Cash Convertible
Senior Notes due 2023 and related financial instruments, Liberty
Media’s 2.125% SiriusXM Exchangeable Senior Debentures due 2048,
Liberty Media’s 2.75% SiriusXM Exchangeable Senior Debentures due
2049 and margin loan obligations incurred by its wholly owned
special purpose subsidiary, which are secured by shares of common
stock of Sirius XM Holdings Inc., together with certain other
assets and liabilities currently attributed to the Liberty SiriusXM
Group.
- New Formula One Group - its interest in Formula 1, corporate
cash, Liberty Media’s 1% FWONK Cash Convertible Notes due 2023 and
Liberty Media’s 2.25% FWONK Convertible Senior Notes due 2027,
together with certain other assets and liabilities currently
attributed to the Formula One Group.
- Liberty Live Group - all of the businesses, assets and
liabilities of Liberty Media other than those specifically
attributed to the new Liberty SiriusXM Group or the new Formula One
Group, including its interest in Live Nation Entertainment, Inc.,
corporate cash, certain public and private assets currently
attributed to the Formula One Group, Liberty Media’s 0.50% Live
Nation Exchangeable Senior Debentures due 2050, margin loan
obligations incurred by its wholly owned special purpose
subsidiary, which are secured by shares of common stock of Live
Nation Entertainment, Inc., together with other assets as may be
determined from time to time by Liberty Media.
Upon the effectiveness of the Reclassification, no group will
initially have an intergroup interest in another group.
Liberty Media expects its new Liberty SiriusXM common stock, new
Liberty Formula One common stock and new Liberty Live common stock
to trade on the Nasdaq Global Select Market or, if necessary, to be
quoted on the OTC Markets. Additional information will be available
at a later date. Liberty Media does not expect a change to the
ticker symbols of its Liberty SiriusXM and Liberty Formula One
common stock, and its new Series A, Series B and Series C Liberty
Live common stock is expected to trade under the ticker symbols
LLYVA, LLYVB and LLYVK, respectively.
The Split-Off and the Reclassification will be subject to
various conditions. Both transactions will be conditioned on, among
other things, certain requisite approvals of the holders of Liberty
Media’s common stock and the receipt of opinions of tax counsel. In
addition, the Split-Off will be conditioned on the requisite
approval of Major League Baseball and the receipt of an IRS ruling.
In addition, the Reclassification is dependent and conditioned on
the approval and completion of the Split-Off, and will not be
implemented unless the Split-Off is completed; however, the
Split-Off is not dependent upon the approval of the
Reclassification and may be implemented even if the
Reclassification is not approved. Each of the Split-Off and the
Reclassification is intended to be tax-free to stockholders of
Liberty Media. Subject to the satisfaction of the conditions,
Liberty Media expects to complete the Split-Off and the
Reclassification in the first half of 2023.
Liberty Media’s President and CEO, Greg Maffei, will discuss
this announcement at its previously scheduled annual Investor
Meeting on Thursday, November 17, 2022 with presentations beginning
at approximately 9:00am E.S.T.
The Investor Meeting will be held in New York, NY and is open to
shareholders, research analysts and press. Registration and
livestream information is available on the Liberty Media website
and at http://timesevents.nytimes.com/LibertyMedia2022InvestorDay.
Please note that all in-person attendees must be fully vaccinated
against COVID-19 and show proof upon arrival. An archive of the
webcast of the Investor Meeting and a presentation detailing the
Reclassification and Split-Off will also be available on
https://www.libertymedia.com/investors/news-events/ir-calendar
after appropriate filings have been made with the SEC.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests in a broad
range of media, communications and entertainment businesses. Those
businesses are attributed to its three existing tracking stock
groups: the Liberty SiriusXM Group, the Braves Group and the
Formula One Group. The businesses and assets attributed to the
existing Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK)
include Liberty Media Corporation’s interests in Sirius XM Holdings
Inc. and Live Nation Entertainment, Inc. The businesses and assets
attributed to the existing Braves Group (NASDAQ: BATRA, BATRK)
include Liberty Media Corporation’s subsidiary Braves Holdings,
LLC. The businesses and assets attributed to the existing Formula
One Group (NASDAQ: FWONA, FWONK) consist of all of Liberty Media
Corporation’s businesses and assets other than those attributed to
the Liberty SiriusXM Group and the Braves Group, including its
subsidiary Formula 1 and other minority investments.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including certain statements relating to the proposed
Split-Off and proposed Reclassification (including the allocation
of assets and liabilities among Liberty Media’s tracking stock
groups and the expected benefits of these transactions), proposed
timing of the transactions, the listing or quotation of shares of
Liberty Media’s tracking stocks and Atlanta Braves Holdings’ common
stock following the proposed transactions and other matters that
are not historical facts. All statements other than statements of
historical fact are “forward-looking statements” for purposes of
federal and state securities laws. These forward-looking statements
generally can be identified by phrases such as “possible,”
“potential,” “intends” or “expects” or other words or phrases of
similar import or future or conditional verbs such as “will,”
“may,” “might,” “should,” “would,” “could,” or similar variations.
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, the satisfaction of conditions to the proposed
Split-Off and the proposed Reclassification and the ability of
Liberty Media to realize the expected benefits of these
transactions. These forward-looking statements speak only as of the
date of this press release, and Liberty Media expressly disclaims
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to
reflect any change in Liberty Media’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 Liberty Media, including its most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q, for
additional information about Liberty Media and about the risks and
uncertainties related to Liberty Media’s business which may affect
the statements made in this press release.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of common stock of Liberty Media or
Atlanta Braves Holdings. The proposed offer and issuance of shares
of common stock of Atlanta Braves Holdings in the Split-Off and of
common stock of Liberty Media in the Reclassification will be made
only pursuant to an effective registration statement. Liberty Media
stockholders and other investors are urged to read the registration
statements, including the joint proxy statement/prospectus to be
contained therein, to be filed with the SEC regarding the Split-Off
and the Reclassification, and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information about
the Split-Off and the Reclassification. Copies of these SEC filings
are available free of charge at the SEC’s website
(http://www.sec.gov). Copies of the filings together with the
materials incorporated by reference therein will also be available,
without charge, by directing a request to Liberty Media
Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112,
Attention: Investor Relations, Telephone: (877) 772-1518.
Participants in a Solicitation
Liberty Media and Atlanta Braves Holdings and their respective
directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of
proposals relating to the Split-Off and the Reclassification.
Information regarding the directors and executive officers of
Liberty Media and Atlanta Braves Holdings and other participants in
the proxy solicitation and a description of their respective direct
and indirect interests, by security holdings or otherwise, will be
available in the proxy materials with respect to the Split-Off and
the Reclassification to be filed with the SEC when they become
available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Liberty Media as indicated
above.
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