Liberty Media Corp. Prices Primary Offering & Secondary Offering on Behalf of Selling Stockholders of Series C Liberty Formul...
May 19 2017 - 5:00AM
Business Wire
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today the pricing of
an underwritten public offering of 40,000,000 shares of Liberty’s
Series C Liberty Formula One common stock, par value $0.001 per
share (“FWONK”), consisting of 12,903,225 shares of FWONK offered
by Liberty and 27,096,775 shares of FWONK offered on behalf of
certain selling stockholders (the “Selling Stockholders”), at a
price to the public of $31.00 per share. 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 (“Delta Topco”), the parent company of
Formula 1. The Selling Stockholders have granted the underwriters a
30-day option to purchase up to an additional 6,000,000 shares of
FWONK at the price to the public set forth above.
The offering is expected to settle and close on May 24, 2017,
subject to the satisfaction of customary closing conditions.
Liberty expects to receive approximately $388.7 million in net
proceeds, after deducting underwriters’ discounts and commissions
related to the primary offering but before deducting offering
expenses, from Liberty’s sale of shares of FWONK, and intends to
use the net proceeds to repay existing indebtedness of a wholly
owned subsidiary of Delta Topco and to pay expenses related to the
offering. The net proceeds of the offering by Liberty will be
attributed to the Formula One Group. 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, Credit Suisse and Citigroup 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 pricing and intended
closing 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.
Source: Liberty Media Corporation
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