Liberty Media Corporation Closes Private Offering of $400 Million of 2.125% Exchangeable Senior Debentures due 2048
March 06 2018 - 5:30PM
Business Wire
Liberty Media Corporation (the “Company”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it has
closed its previously announced private offering of $400 million
aggregate original principal amount of its 2.125% exchangeable
senior debentures due 2048 (the “debentures”).
Upon an exchange of debentures, the Company, at its option, may
deliver shares of Sirius XM Holdings Inc. (“SiriusXM”) common
stock, the value thereof in cash or shares of the Company’s Series
C Liberty SiriusXM common stock (“LSXMK”) or any combination of
shares of SiriusXM common stock, cash and/or shares of LSXMK.
Initially, 124.6922 shares of SiriusXM common stock are
attributable to each $1,000 original principal amount of
debentures, representing an initial exchange price of approximately
$8.02 for each share of SiriusXM common stock. A total of
49,876,880 shares of SiriusXM common stock are attributable to the
debentures. Interest is payable quarterly on March 31, June 30,
September 30 and December 31 of each year, commencing June 30,
2018. The debentures may be redeemed by the Company, in whole or in
part, on or after April 7, 2023. Holders of the debentures also
have the right to require the Company to purchase their debentures
on April 7, 2023. The redemption and purchase price will generally
equal 100% of the adjusted principal amount of the debentures plus
accrued and unpaid interest to the redemption date, plus any final
period distribution.
The Company 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 have not been 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
were 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 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 the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in the Company’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
the Company, including its most recent Annual Report on Form 10-K,
for risks and uncertainties related to the Company’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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