Liberty Media Corporation Proposes Private Offering of Exchangeable Senior Debentures
November 26 2018 - 4:01PM
Business Wire
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it intends
to offer $350 million aggregate original principal amount of
exchangeable senior debentures (the “Debentures”) exchangeable for
Live Nation Entertainment, Inc. (“Live Nation”) common stock in a
private offering (or up to $402.5 million aggregate original
principal amount of 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 shares of Live Nation common stock or the value thereof in
cash, shares of Liberty’s Series C Liberty Formula One Common Stock
(“FWONK”), shares of Liberty’s Series C Liberty SiriusXM common
stock (“LSXMK”) or any other class or series of Liberty’s publicly
traded common stock that meet certain criteria (shares of FWONK,
shares of LSXMK and any of such other class or series of Liberty’s
publicly traded common stock that meets certain criteria, together,
“Settlement Shares”) (or any combination of shares of Live Nation
common stock, cash and/or Settlement Shares). Liberty may deliver
only a single class or series of its common stock as Settlement
Shares in connection with any exchange of the Debentures.
Liberty expects to use the net proceeds of the offering to repay
the margin loan secured by shares of Live Nation incurred by its
wholly-owned special purpose subsidiary attributed to the Formula
One Group (the “Formula One Group Margin Loan”), and any remaining
net proceeds for investment activities and for other general
corporate purposes, which may include interest payments on the
Debentures. The Debentures, as well as the associated cash
proceeds, will be attributed to the Formula One tracking stock
group. The Formula One Group Margin Loan is not being terminated in
connection with this offering.
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 and Quarterly Reports 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 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 and minority equity investment in AT&T Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20181126005730/en/
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