Liberty Media Corp. Prices Secondary Offering on Behalf of Selling Stockholders of Series C Liberty Formula One Common Stock
September 20 2017 - 6:00AM
Business Wire
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today the pricing of
an underwritten public offering on behalf of certain selling
stockholders (the “Selling Stockholders”) of 17,697,330 shares of
Liberty’s Series C Liberty Formula One common stock, par value
$0.01 per share (“FWONK”), at a price to the public of $37.40 per
share. The Selling Stockholders acquired the shares of FWONK
offered in this offering (or, as applicable, the exchangeable notes
for which such shares will be exchanged immediately prior to
settlement and closing) in January 2017 in connection with the
consummation of Liberty’s acquisition of Delta Topco Limited, the
parent company of Formula 1. The shares of FWONK offered in this
offering include 14,527,925 shares of FWONK that will be issued to
the Selling Stockholders in exchange for approximately $323.2
million aggregate principal amount of exchangeable notes, and
accrued interest thereon, immediately prior to the settlement and
closing of this offering. Pro forma for the offering, there will be
approximately $27.4 million principal amount of exchangeable notes
outstanding.
The offering is expected to settle and close on September 22,
2017, subject to the satisfaction of customary closing
conditions.
The Selling Stockholders will receive all of the net proceeds
from the sale of 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.
Following the closing of the offering, the selling shareholders
of Formula 1 (the “Formula 1 Selling Shareholders”) who acquired
shares of FWONK in January 2017 in connection with the Formula
1 Acquisition will own approximately 3% of the equity of
the Formula One Group, pro-forma for the dilutive impact of
the remaining exchangeable notes and assuming no prior or
subsequent acquisitions of Liberty Formula One common stock. This
ownership percentage is calculated based on approximately 230.8
million shares of Liberty Formula One common stock outstanding as
of August 31, 2017, which includes shares of FWONK issuable upon
exchange of the remaining exchangeable notes issued to the Formula
1 Selling Shareholders not sold in this offering.
Goldman Sachs & Co. LLC is acting as book-running manager
for the offering. 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.
The shares of FWONK will be 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. 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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