Liberty Media Corporation Proposes Private Offering of Exchangeable Senior Debentures
March 01 2018 - 6:54AM
Business Wire
Liberty Media Corporation ("Liberty") (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it intends
to offer $400,000,000 aggregate original principal amount of senior
debentures exchangeable for Sirius XM Holdings Inc. common stock in
a private offering (or up to $460,000,000 aggregate original
principal amount of senior debentures if the initial purchasers for
the offering exercise their option to purchase additional
debentures in full). The debentures will be exchangeable at the
option of holders during specified periods. Upon an exchange of
debentures, Liberty, at its option, may deliver Sirius XM Holdings
Inc. (“Sirius XM”) common stock, the value thereof in cash or
Liberty’s Series C Liberty SiriusXM Common Stock (“LSXMK”) or any
combination of Sirius XM common stock, cash and/or shares of LSXMK.
Liberty expects to use the net proceeds of the offering to
repurchase shares of Liberty SiriusXM common stock, to make
possible acquisitions and investments, and for other general
corporate purposes, including to pay interest on the debentures.
The debentures, as well as the associated cash proceeds, will be
attributed to the Liberty SiriusXM tracking stock group.
The offering of the debentures will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. The
debentures will be offered by means of an offering memorandum
solely to "Qualified Institutional Buyers" pursuant to, and as that
term is defined in, Rule 144A of the Securities Act. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy the debentures nor shall there be any sale of
debentures 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 intended launch of a
private offering of debentures 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, 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 Media Corporation's
interest in SiriusXM. 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, its interest in
Live Nation Entertainment and minority equity investments in Time
Warner Inc.
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version on businesswire.com: http://www.businesswire.com/news/home/20180301005711/en/
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