Liberty Media Corp. Launches Primary Offering & Secondary Offering on Behalf of Selling Stockholders of Series C Liberty Form...
May 16 2017 - 4:05PM
Business Wire
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today the launch of an
underwritten public offering of up to a maximum aggregate amount of
$1,175,000,000 of shares of Liberty’s Series C Liberty Formula One
Group common stock, par value $0.01 per share (“FWONK”), consisting
of up to a maximum aggregate amount of $400,000,000 of shares of
FWONK offered by Liberty and up to a maximum aggregate amount of
$775,000,000 of shares of FWONK offered on behalf of certain
selling stockholders (the “Selling Stockholders”). The Selling
Stockholders acquired the shares of FWONK offered in this offering
in January 2017 in connection with the consummation of Liberty’s
acquisition of Delta Topco Limited, the parent company of Formula
1. Liberty and the Selling Stockholders have granted the
underwriters a 30-day option to purchase an aggregate of up to an
additional maximum aggregate amount of $176,250,000 of shares of
FWONK, consisting of an additional maximum aggregate amount of
$60,000,000 of shares of FWONK to be offered by Liberty and an
additional maximum aggregate amount of $116,250,000 of shares of
FWONK to be offered by the Selling Stockholders (however, if the
option is not fully exercised, the Selling Stockholders’ shares
will have priority).
The net proceeds of Liberty’s primary offering will be
attributed to the Formula One Group. Liberty expects to use the net
proceeds of its offering of shares of FWONK to repay existing
indebtedness of a wholly owned subsidiary of Delta Topco and pay
expenses related to the offering. The Selling Stockholders will
receive all of the net proceeds from the sale of their shares of
FWONK. Liberty will not receive any proceeds from the sale of
shares of FWONK on behalf of the Selling Stockholders in this
offering.
Goldman Sachs & Co. LLC, J.P. Morgan and Morgan Stanley are
acting as book-running managers and representatives of the
underwriters for the offering, together with BofA Merrill Lynch,
Barclays and Credit Suisse as additional book-running managers.
When available, copies of the prospectus supplement for the
offering may be obtained on the website of the Securities and
Exchange Commission (“SEC”), www.sec.gov, or by contacting Goldman
Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street,
New York, NY 10282, Telephone: 1-866-471-2526, Email:
prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, Attn:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, Telephone: 1-866-803-9204, Email:
prospectus-eq_fi@jpmchase.com; or Morgan Stanley & Co. LLC,
Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014.
The shares of FWONK will be issued and sold pursuant to an
effective shelf registration statement on Form S-3 previously filed
with the SEC.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy shares of FWONK or any other
securities, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
such state. The offering of these securities may be made only by
means of a prospectus and related prospectus supplement meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking
Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements relating to the launch of a public
offering of shares of FWONK and the use of proceeds therefrom.
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 press
release, and Liberty 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’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, including
its most recent Annual Report on Form 10-K and Quarterly Report on
Form 10-Q, for risks and uncertainties related to Liberty’s
business which may affect the statements made in this press
release.
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’s interest in
SiriusXM. The businesses and assets attributed to the Braves Group
(Nasdaq: BATRA, BATRK) include Liberty’s subsidiary Braves
Holdings, LLC. The businesses and assets attributed to the Formula
One Group (Nasdaq: FWONA, FWONK) consist of all of Liberty’s
businesses and assets other than those attributed to the Liberty
SiriusXM Group and the Braves Group, including its subsidiary
Formula 1, its interest in Live Nation Entertainment and minority
equity investments in Time Warner Inc. and Viacom.
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