Liberty Media Corporation Prices Private Offering of $350 Million of Exchangeable Senior Debentures Due 2048
November 28 2018 - 6:15AM
Business Wire
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it has
priced and agreed to sell to initial purchasers in a private
offering $350 million aggregate original principal amount of its
2.25% exchangeable senior debentures due 2048 (the “Debentures”)
exchangeable for Live Nation Entertainment, Inc. (“Live Nation”)
common stock. Liberty has also granted to the initial purchasers an
option to purchase additional Debentures in an aggregate original
principal amount of up to $35.0 million.
Upon an exchange of Debentures, Liberty, at its option, may
deliver shares of Live Nation common stock or the value thereof in
cash (or any combination of shares of Live Nation common stock and
cash). Initially, 15.0886 shares of Live Nation common stock are
attributable to each $1,000 principal amount of Debentures,
representing an initial exchange price of approximately $66.28 for
each share of Live Nation common stock. A total of 5,281,010 shares
of Live Nation common stock are attributable to the Debentures
(assuming the initial purchasers do not exercise their option to
purchase additional Debentures). Interest will be payable quarterly
on March 1, June 1, September 1 and December 1 of each year,
commencing March 1, 2019. The Debentures may be redeemed by
Liberty, in whole or in part, on or after December 1, 2021. Holders
of the Debentures also have the right to require Liberty to
purchase their Debentures on December 1, 2021. 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 offering is expected to close on December 3, 2018, subject
to the satisfaction of customary closing conditions.
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 has 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 are being 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 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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Liberty Media CorporationCourtnee Chun, 720-875-5420
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