Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA,
LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) will hold a virtual
special meeting of stockholders on Monday, July 17, 2023 at 10:30
a.m. M.T. At the special meeting, stockholders will be asked to
consider and vote on proposals related to Liberty Media’s
previously announced transactions to split off the Atlanta Braves
and its associated real estate development project (the
“Split-Off”) into a separate public company Atlanta Braves
Holdings, Inc. (“Atlanta Braves Holdings”) and create a new Liberty
Live Group tracking stock (the “Reclassification”).
The Split-Off is expected to close as soon as practicable
following the stockholder vote, and the Reclassification is
expected to close as soon as practicable following the Split-Off,
estimated to be within three weeks of the completion of the
Split-Off. Holders of Liberty Media’s Liberty Braves common stock
at the time of the Split-Off will be eligible to receive shares of
Atlanta Braves Holdings in the Split-Off. Holders of Liberty
Media’s Liberty SiriusXM common stock and Liberty Formula One
common stock at the time of the Reclassification will be eligible
to receive shares of the new tracking stock groups.
Following the Reclassification, the Liberty Live Group tracking
stock (Series A, Series B and Series C Liberty Live common stock
(“LLYVA,” “LLYVB,” and “LLYVK,” respectively) will be comprised
of:
- Approximately $100 million of corporate cash, funded from
Formula One Group cash on hand, including cash from the partial
liquidation of ETF assets and other public equity holdings
- Liberty Media’s Live Nation Entertainment, Inc. (“Live Nation”)
(NYSE: LYV) stake consisting of 69.6 million shares of common
stock
- Other assets including remaining ETF assets, Associated
Partners, Drone Racing League, Griffin Gaming Fund, INRIX, Kroenke
Arena Company, Liberty Technology Venture Capital, Overtime Sports
and Tastemade
- $920 million principal amount (as of March 31, 2023) of 0.50%
Live Nation exchangeable debentures due 2050
- Undrawn margin loan secured by 9.0 million Live Nation shares
($400 million available capacity as of March 31, 2023)
Additional information regarding the composition of each
tracking stock group pro forma for the Split-Off and
Reclassification will be available on Liberty Media’s website at
https://www.libertymedia.com/about/asset-list and in the most
recent Registration Statements on Form S-4 filed by each of Liberty
Media and Atlanta Braves Holdings with the Securities and Exchange
Commission (the “SEC”) (the “Form S-4”).
If the Reclassification stockholder proposals are approved and
the Reclassification is implemented, at the date and time of the
effectiveness of the Liberty Media restated certificate of
incorporation, each outstanding share of Series A, Series B and
Series C Liberty SiriusXM common stock (“LSXMA,” “LSXMB,” and
“LSXMK,” respectively) and Series A, Series B and Series C Liberty
Formula One common stock (“FWONA,” “FWONB,” and “FWONK,”
respectively) would be reclassified as follows:
- 1 share of Liberty SiriusXM common stock shall be reclassified
into 1 share of the corresponding series of new Liberty SiriusXM
common stock and 0.2500 of a share of the corresponding series of
new Liberty Live common stock
- 1 share of Liberty Formula One common stock shall be
reclassified into 1 share of the corresponding series of new
Liberty Formula One common stock and 0.0428 of a share of the
corresponding series of new Liberty Live common stock.
In connection with the Split-Off, the intergroup interests in
the Braves Group attributed to the Liberty SiriusXM Group and the
Formula One Group will be settled and extinguished. Liberty Media
will attribute approximately 1.8 million shares of new BATRK to the
Liberty SiriusXM Group and approximately 6.8 million shares of new
BATRK to the Formula One Group, respectively, on a one-for-one
basis equal to the number of notional shares representing the
intergroup interest attributed to each immediately prior to the
Split-Off. Following the Split-Off: (i) Liberty Media intends to
exchange the shares of new BATRK attributed to the Liberty SiriusXM
Group with one or more third party lenders for satisfaction of
certain debt obligations of the Liberty SiriusXM Group and (ii)
Liberty Media will distribute the new BATRK shares attributed to
the Formula One Group on a pro rata basis to Formula One Group
common stockholders (the “Formula One Distribution”).
The approximate 1.1 million share intergroup interest in the
Formula One Group attributed to Liberty SiriusXM Group will be
settled and extinguished through the attribution of cash prior to
the record date for the Formula One Distribution.
Following the Split-Off and Reclassification and pro forma for
the settlement of the aforementioned intergroup interests, the
estimated number of undiluted outstanding shares of the new Liberty
Media tracking stocks and Atlanta Braves Holdings, based on shares
of Liberty Media outstanding as of April 30, 2023, are expected to
be:
- Liberty Media
- Liberty SiriusXM Group (LSXMA, LSXMB, LSXMK): 327 million
shares
- Formula One Group (FWONA, FWONB, FWONK): 234 million
shares
- Liberty Live Group (LLYVA, LLYVB, LLYVK): 92 million
shares
- Atlanta Braves Holdings (BATRA, BATRB, BATRK): 62 million
shares
Information regarding the new tracking stocks and stockholder
proposals is available in the Form S-4. The completion of the
Split-Off and the Reclassification is conditioned upon, among other
things, the requisite stockholder approvals, the receipt of
opinions from counsel regarding the tax-free nature of the
transactions and the receipt of all necessary approvals from Major
League Baseball.
Additional Special Meeting
Details
Stockholders of record as of the record date for the special
meeting will be able to listen, vote and submit questions
pertaining to the special meeting of stockholders by logging in at
www.virtualshareholdermeeting.com/LMC2023SM. The record date for
the special meeting is 5:00 p.m., New York City time, on June 6,
2023. Stockholders will need the 16-digit control number that is
printed in the box marked by the arrow on the stockholder’s proxy
card for the special meeting to enter the virtual special meeting
website. A technical support number will become available at the
virtual meeting link 10 minutes prior to the scheduled meeting
time.
In addition, access to the special meeting will be available on
the Liberty Media website. All interested persons should visit
https://www.libertymedia.com/investors/news-events/ir-calendar to
access the webcast. An archive of the webcast will also be
available on this website after appropriate filings have been made
with the SEC.
Forward-Looking Statements
This communication 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 Reclassification, the proposed timing of the
Split-Off and Reclassification 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 Reclassification. These forward-looking statements
speak only as of the date of this communication, 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 Forms
10-K and 10-Q, as such risk factors may be amended, supplemented or
superseded from time to time by other reports Liberty Media
subsequently files with the SEC, 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 communication.
Additional Information
Nothing in this communication 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 Atlanta Braves Holdings common stock in the Split-Off and the
Formula One Distribution and Liberty Media common stock in the
Reclassification will be made only pursuant to each company’s
respective effective registration statement. Liberty Media
stockholders and other investors are urged to read the registration
statements, including the joint proxy statement/prospectus forming
a part thereof regarding the Split-Off, Reclassification and
Formula One Distribution, and any other relevant documents filed as
exhibits therewith, as well as any amendments or supplements to
those documents, because they will contain important information
about the Split-Off, the Reclassification and the Formula One
Distribution. 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 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, are
available in the definitive proxy materials with respect to the
Split-Off and Reclassification filed with the SEC. Investors should
read the joint proxy statement/prospectus carefully before making
any voting or investment decisions. Free copies of these proxy
materials from Liberty Media may be obtained as indicated
above.
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 three tracking stock groups: the
Liberty SiriusXM Group, the Braves Group and the Formula One Group.
The businesses and assets attributed to the Liberty SiriusXM Group
(NASDAQ: LSXMA, LSXMB, LSXMK) include Liberty Media Corporation’s
interests in SiriusXM and Live Nation Entertainment. The businesses
and assets attributed to the Braves Group (NASDAQ: BATRA, BATRK)
include Liberty Media Corporation’s subsidiary Braves Holdings,
LLC. The businesses and assets attributed to the 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230611921430/en/
Shane Kleinstein, 720-875-5432
Liberty Media (NASDAQ:LSXMA)
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