Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 23, 2024

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35707		37-1699499
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Liberty SiriusXM Common Stock	LSXMA	The Nasdaq Stock Market LLC
Series B Liberty SiriusXM Common Stock	LSXMB	The Nasdaq Stock Market LLC
Series C Liberty SiriusXM Common Stock	LSXMK	The Nasdaq Stock Market LLC
Series A Liberty Formula One Common Stock	FWONA	The Nasdaq Stock Market LLC
Series C Liberty Formula One Common Stock	FWONK	The Nasdaq Stock Market LLC
Series A Liberty Live Common Stock	LLYVA	The Nasdaq Stock Market LLC
Series C Liberty Live Common Stock	LLYVK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On August 23, 2024, Liberty Media Corporation (“Liberty Media”) issued a press release announcing today that, at Liberty Media’s virtual special meeting of its holders of Series A Liberty SiriusXM common stock (“LSXMA”) and Series B Liberty SiriusXM common stock (“LSXMB”) held on August 23, 2024 at 10:15 a.m. M.T., based on preliminary results of such special meeting, the holders of LSXMA and LSXMB approved the previously announced redemptive split-off of Liberty Sirius XM Holdings Inc. (“SplitCo”). Following the completion of the Split-Off, a wholly owned subsidiary of SplitCo will merge with and into Sirius XM Holdings Inc. (“Sirius XM Holdings”), with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of SplitCo.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated August 23, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 23, 2024

	LIBERTY MEDIA CORPORATION

	By:	/s/ Katherine C. Jewell
		Name: Katherine C. Jewell
		Title: Vice President and Assistant Secretary

Exhibit 99.1

August 23, 2024

Split-Off of Liberty Sirius XM Holdings Approved at Liberty Media’s Special Meeting of Stockholders

ENGLEWOOD, Colo.—(BUSINESS WIRE)—Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that, at Liberty Media’s virtual special meeting of its holders of Series A Liberty SiriusXM common stock (“LSXMA”) and Series B Liberty SiriusXM common stock (“LSXMB”) held on August 23, 2024 at 10:15 a.m. M.T., based on preliminary results of such special meeting, the holders of LSXMA and LSXMB approved the previously announced redemptive split-off (the “Split-Off”) of Liberty Sirius XM Holdings Inc. (“New Sirius”), which will be the owner of all of the businesses, assets and liabilities previously attributed to the Liberty SiriusXM Group. Following the Split-Off, New Sirius will combine with Sirius XM Holdings Inc. (“Sirius XM”) to create a new public company which will continue to operate under the Sirius XM name and brand.

Assuming the requisite conditions to the Split-Off are satisfied or waived, as applicable, at 4:05 p.m., New York City time, on September 9, 2024, Liberty Media will redeem each outstanding share of Liberty SiriusXM common stock in exchange for a fraction of a share of common stock of New Sirius equal to the exchange ratio (as further described in New Sirius’ final prospectus, which was filed with the SEC on July 23, 2024), with cash paid in lieu of any fractional shares. Liberty Media intends to publicly announce the final exchange ratio on or about September 5, 2024 prior to the completion of the Split-Off once the exchange ratio and the underlying calculations are determined by the parties.

In connection with the Split-Off, Liberty Media expects that the last day of trading of Liberty SiriusXM common stock will be September 9, 2024. Liberty Media has notified Nasdaq of its intention to voluntarily delist from the Nasdaq Global Select Market and its intention to request that Nasdaq file appropriate forms with the Securities and Exchange Commission on or about September 9, 2024. As a result, Liberty Media expects Liberty SiriusXM common stock will cease to trade following market close on September 9, 2024.

Additionally, following the Split-Off, a wholly owned subsidiary of New Sirius will merge with Sirius XM, and Sirius XM stockholders (other than New Sirius and its subsidiaries) will receive one-tenth (0.1) of a share of New Sirius common stock (the “Merger”), at 6:00 p.m., New York City time, on September 9, 2024, with cash paid in lieu of any fractional shares.

Following the Merger, Liberty Media expects that the shares of New Sirius common stock will be listed on the Nasdaq Stock Market under the ticker symbol “SIRI”. Liberty Media expects that New Sirius common stock will begin trading on the Nasdaq Stock Market on September 10, 2024.

Forward-Looking Statements

This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the Split-Off and Merger (collectively, the “Transactions”) and their proposed timing and other matters related to the Transactions. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the Transactions. These forward-looking statements speak only as of the date of this communication, and Liberty Media 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 Media’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 Media, including its definitive proxy statement materials for the special meeting and its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Liberty Media subsequently files with the SEC, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media’s business which may affect the statements made in this communication.

Additional Information

Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of common stock of Liberty Media, Sirius XM or New Sirius. The proposed offer and issuance of shares of New Sirius common stock in the Transactions will be made only pursuant to New Sirius’ effective registration statement on Form S-4, which includes a prospectus of New Sirius. Liberty Media and Sirius XM stockholders and other investors are urged to read the registration statement, Liberty Media’s definitive proxy statement materials for the special meeting and Sirius XM’s information statement, together with all relevant SEC filings regarding the Transactions, and any other relevant documents filed as exhibits therewith, as well as any amendments or supplements to those documents, because they contain important information about the Transactions. The prospectus/proxy statement/information statement and other relevant materials for the proposed transaction have previously been provided to all LSXMA, LSXMB and Sirius XM stockholders. Copies of these SEC filings are available, free of charge, at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein are available, without charge, by directing a request to Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (877) 772-1518 or Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th Floor, New York, New York 10021, Attention: Investor Relations, (212) 584-5100.

About Liberty Media Corporation

Liberty Media Corporation operates and owns interests in a broad range of media, communications, sports and entertainment businesses. Those businesses are attributed to three tracking stock groups: the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group. The businesses and assets attributed to the Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include Liberty Media’s interest in Sirius XM. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include Liberty Media’s subsidiaries Formula 1 and Quint, and other minority investments. The businesses and assets attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s interest in Live Nation and other minority investments.

Shane Kleinstein, 720-875-5432

Source: Liberty Media Corporation

Cover	Aug. 23, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 23, 2024
Entity File Number	001-35707
Entity Registrant Name	LIBERTY MEDIA CORPORATION
Entity Central Index Key	0001560385
Entity Tax Identification Number	37-1699499
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12300 Liberty Blvd.
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Liberty Sirius Xm Group Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Liberty SiriusXM Common Stock
Trading Symbol	LSXMA
Security Exchange Name	NASDAQ
Liberty Sirius Xm Group Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Series B Liberty SiriusXM Common Stock
Trading Symbol	LSXMB
Security Exchange Name	NASDAQ
Liberty Sirius Xm Group Common Class C [Member]
Document Information [Line Items]
Title of 12(b) Security	Series C Liberty SiriusXM Common Stock
Trading Symbol	LSXMK
Security Exchange Name	NASDAQ
Liberty Formula One Group Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Liberty Formula One Common Stock
Trading Symbol	FWONA
Security Exchange Name	NASDAQ
Liberty Formula One Group Common Class C [Member]
Document Information [Line Items]
Title of 12(b) Security	Series C Liberty Formula One Common Stock
Trading Symbol	FWONK
Security Exchange Name	NASDAQ
Liberty Live Group Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Liberty Live Common Stock
Trading Symbol	LLYVA
Security Exchange Name	NASDAQ
Liberty Live Group Common Class C [Member]
Document Information [Line Items]
Title of 12(b) Security	Series C Liberty Live Common Stock
Trading Symbol	LLYVK
Security Exchange Name	NASDAQ