Liberty Media Corp. Closes Secondary Offering on Behalf of Selling Stockholders of Series C Liberty Formula One Common Stock
September 22 2017 - 4:30PM
Business Wire
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it has
closed its previously announced 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 shares of FWONK sold in this
offering include approximately 14.5 million shares of FWONK that
were 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. The Selling
Stockholders acquired the shares of FWONK sold in this offering
(or, as applicable, the exchangeable notes for which such shares
were 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. Following this offering, there are approximately $27.4 million
principal amount of exchangeable notes outstanding.
The Selling Stockholders received all of the net proceeds from
the sale of their shares of FWONK. Liberty did 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 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 acted as the book-running manager
for the offering. The shares of FWONK were 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.
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 closing of a public
offering of shares of FWONK and the ownership of the Formula One
Group following the closing. 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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