Filed by Liberty Media Corporation pursuant to
Rule 425 of the Securities Act of 1933, as
amended
and deemed filed pursuant to Rule 14a-12 of
the
Securities Exchange Act of 1934
Subject Company: Liberty Media Corporation
Commission File No.: 001-35707
June 12, 2023
Liberty Media Corporation Announces Virtual Special Meeting of
Stockholders and Expected Timing Related to Split-Off of Atlanta Braves and Creation of Liberty Live Group Tracking Stock
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 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:
| o | Liberty SiriusXM Group (LSXMA, LSXMB, LSXMK): 327 million shares |
| o | Formula One Group (FWONA, FWONB, FWONK): 234 million shares |
| o | 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.
Liberty
Media Corporation
Shane Kleinstein, 720-875-5432
Source: Liberty Media Corporation
Liberty Media (NASDAQ:LSXMA)
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