Announces Record Date, Distribution Date and
Expected Ex-Dividend Date for Distribution of Atlanta Braves
Holdings Series C Common Stock to Holders of Liberty Formula
One Common Stock
Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA,
LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) announced that it expects
to complete the previously announced redemptive split-off of
Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”), which
will be the owner of the Atlanta Braves Major League Baseball Club
and its associated real estate development project (the
“Split-Off”), on July 18, 2023 after market close. Liberty Media
also announced that it expects to complete the previously announced
reclassification of Liberty Media’s existing common stock and the
creation of the new Liberty Live common stock (the
“Reclassification”) on August 3, 2023 after market close. Both the
Split-Off and Reclassification are subject to, among other things,
the approval of Liberty Media’s stockholders at the previously
announced special meeting of stockholders to be held on July 17,
2023 and the receipt of certain other approvals and tax
opinions.
At the effective time of the Split-Off, Liberty Media will
redeem each share of its Liberty Braves common stock in exchange
for one share of the corresponding series of Atlanta Braves
Holdings common stock. There is no record date for the Split-Off,
and holders of Liberty Braves common stock at the effective time of
the Split-Off on July 18, 2023 will receive shares of Atlanta
Braves Holdings common stock in the Split-Off.
Trading Information
Liberty Media expects that the last day of trading in Liberty
Media’s Series A, B and C Liberty Braves common stock will be July
18, 2023. Liberty Media also expects that Atlanta Braves Holdings
Series A and C common stock will begin trading on the Nasdaq Stock
Market and Atlanta Braves Holdings Series B common stock will begin
quotation on the OTC Markets on July 19, 2023. Atlanta Braves
Holdings common stock is expected to trade under the ticker symbols
“BATRA,” “BATRB” and “BATRK” (subject to any temporary trading
symbols that may be required by Nasdaq).
Liberty Media has notified Nasdaq of its intention to
voluntarily delist from the Nasdaq Global Select Market and
deregister the shares of Series A and Series C Liberty Braves
common stock and its intention to request that Nasdaq file
appropriate forms with the Securities and Exchange Commission
(“SEC”) on or about July 18, 2023. Liberty Media has also notified
the OTC Markets of its intention to remove from quotation the
shares of Series B Liberty Braves common stock. As a result,
Liberty Media expects Liberty Braves common stock will cease to
trade or be quoted on Nasdaq or the OTC Markets, as applicable,
following market close on July 18, 2023.
At the effective time of the Reclassification expected after
market close on August 3, 2023, each outstanding share of Liberty
SiriusXM common stock will be reclassified into one 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, and each outstanding share of Liberty Formula One
common stock will be reclassified into one 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. Liberty Live common stock is expected to trade on
Nasdaq or be quoted on the OTC Markets under the ticker symbols
“LLYVA,” “LLYVB” and “LLYVK” and new Liberty SiriusXM common stock
and new Liberty Formula One common stock are expected to continue
trading on Nasdaq or be quoted on the OTC Markets under the same
ticker symbols as prior to the Reclassification (subject to any
temporary trading symbols that may be required by Nasdaq). There is
no record date for the Reclassification, and holders of Liberty
SiriusXM common stock and Liberty Formula One common stock at the
effective time of the Reclassification on August 3, 2023 will
receive shares of the new tracking stocks in the
Reclassification.
Formula One Distribution
Additionally, Liberty Media today announced that a duly
authorized committee of its Board of Directors has declared a
special dividend to effect Liberty Media’s previously announced
intention to distribute approximately 6.8 million shares of Atlanta
Braves Holdings Series C common stock used to settle the Braves
Group intergroup interest attributed to the Formula One Group (the
“Formula One Distribution Shares") to holders of Liberty Formula
One common stock in connection with the Split-Off (the “Formula One
Distribution”). The Formula One Distribution will occur at 5:00
p.m., New York City time, on July 19, 2023 (the “distribution
date”). The Formula One Distribution Shares will be distributed on
a pro rata basis to holders of record of Liberty Formula One common
stock as of 5:00 p.m., New York City time, on July 13, 2023 (the
“record date”); provided that with respect to holders of Liberty
Formula One common stock who hold such shares in “street name”
through a broker, bank or other nominee, such holders must hold
their shares of Liberty Formula One common stock on the
distribution date to receive the Formula One Distribution
Shares.
The expected ex-dividend date for the Formula One Distribution
will be July 20, 2023, which is the first trading date following
the distribution date. As a result of “due bill” trading
procedures, it is expected that those persons acquiring shares of
Liberty Media's Series A, Series B and Series C Liberty Formula One
common stock in the market and continuing to hold such shares
through July 19, 2023 will be entitled to receive their pro rata
portion of the Formula One Distribution Shares in the Formula One
Distribution. Assuming the ratio for the Formula One Distribution
was calculated as of June 6, 2023, each holder of a share of
Liberty Formula One common stock is estimated to receive
0.028979133 of a share of Atlanta Braves Holdings Series C common
stock. In the Formula One Distribution, each holder of a share of
Liberty Formula One common stock will receive a fraction of a share
of Atlanta Braves Holdings Series C common stock for each share of
Liberty Formula One common stock equal to the quotient (rounded
down to nine decimal places) of (x) the number of Formula One
Distribution Shares (approximately 6.8 million shares) divided by
(y) the aggregate shares of Liberty Formula One common stock issued
and outstanding as of the record date. Cash will be paid in lieu of
any fractional Formula One Distribution Shares. The Formula One
Distribution is conditioned upon, among other things, the approval
and effectiveness of the Split-Off and one day of “regular way”
trading of the Atlanta Braves Holdings Series C common stock on the
Nasdaq Stock Market. Holders of Liberty Formula One common stock
should contact their broker or other nominee for additional details
or questions regarding cash in lieu payments.
Liberty Media expects the shares of Liberty Formula One common
stock to be subject to a “chill” with respect to any depositary or
withdrawal services through the Depository Trust Company commencing
as of 5:00 p.m., New York City time, on the record date and ending
as of 5:00 p.m., New York City time, on the distribution date.
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, Formula One Distribution and Reclassification, the
proposed timing of the Split-Off, Formula One Distribution 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, Formula One Distribution
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 common stock of Liberty Media or Atlanta Braves Holdings, as
applicable, in the Split-Off, the Formula One Distribution and
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230629787156/en/
Liberty Media Corporation Shane Kleinstein,
720-875-5432
Liberty Media (NASDAQ:LSXMA)
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