Liberty Media Enters Material Definitive Agreement

TL;DR

Liberty Media just signed a big deal for its SiriusXM Group. Details to follow.

AI Summary

On June 16, 2024, Liberty Media Corp. entered into a material definitive agreement related to its Liberty SiriusXM Group. The filing also includes financial statements and exhibits, with the company's principal executive offices located at 12300 Liberty Boulevard, Englewood, CO.

Why It Matters

This filing indicates a significant contractual development for Liberty Media's SiriusXM Group, which could impact its structure or operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for the involved entities.

Key Players & Entities

• Liberty Media Corp. (company) — Filer of the 8-K
• Liberty SiriusXM Group (company) — Group subject to the material definitive agreement
• June 16, 2024 (date) — Date of the earliest event reported
• 12300 Liberty Boulevard, Englewood, CO (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — s of New Sirius common stock, par value $0.001 per share (" New Sirius Common Stock ")
• $0.01 — iberty SiriusXM common stock, par value $0.01 per share (" LSXMA "), Liberty Media's

Filing Documents

• tm2417389d1_8k.htm (8-K) — 60KB
• tm2417389d1_ex2-1.htm (EX-2.1) — 78KB
• tm2417389d1_ex10-1.htm (EX-10.1) — 36KB
• 0001104659-24-071928.txt ( ) — 448KB
• lmca-20240616.xsd (EX-101.SCH) — 5KB
• lmca-20240616_def.xml (EX-101.DEF) — 28KB
• lmca-20240616_lab.xml (EX-101.LAB) — 39KB
• lmca-20240616_pre.xml (EX-101.PRE) — 27KB
• tm2417389d1_8k_htm.xml (XML) — 11KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 16, 2024, Liberty Media Corporation, a Delaware corporation (" Liberty Media "), entered into amendments to (i) the Reorganization Agreement (the " Reorganization Agreement " and such amendment to the Reorganization Agreement, the " Reorganization Agreement Amendment "), dated as of December 11, 2023, with Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Liberty Media (" New Sirius ") and Sirius XM Holdings Inc., a Delaware corporation (" Sirius XM Holdings "), and (ii) the Agreement and Plan of Merger (the " Merger Agreement ", such amendment to the Merger Agreement, the " Merger Agreement Amendment ", and the Reorganization Agreement Amendment and Merger Agreement Amendment together, the " Amendments "), dated as of December 11, 2023, with New Sirius, Sirius XM Holdings and Radio Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of New Sirius (" Merger Sub "), relating to the split-off of New Sirius, which will own all of the assets and liabilities attributed to the Liberty SiriusXM Group, from Liberty Media (the " Split-Off ") and, following the Split-Off, the combination of New Sirius and Sirius XM Holdings through the merger of Merger Sub with Sirius XM Holdings, with Sirius XM Holdings becoming a wholly owned subsidiary of New Sirius (the " Merger " and, together with the Split-Off, the " Transactions "). The Amendments, among other things, ratably adjust the exchange ratios in each of the Reorganization Agreement and the Merger Agreement in connection with the Transactions to reduce, by 90%, the total number of outstanding shares of New Sirius common stock, par value $0.001 per share (" New Sirius Common Stock "), immediately following the closing of the Transactions. These changes to the exchange ratios affect Sirius XM Holdings stockholders and holders of shares of Liberty Media's Series A Liberty SiriusXM common stock

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 First Amendment to Agreement and Plan of Merger, dated as of June 16, 2024, by and among Liberty Media Corporation, Sirius XM Holdings Inc., Liberty Sirius XM Holdings Inc. and Radio Merger Sub, LLC 10.1 First Amendment to Reorganization Agreement, dated as of June 16, 2024, by and among Liberty Media Corporation, Sirius XM Holdings Inc. and Liberty Sirius XM Holdings Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Liberty Media hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission (" SEC "); provided, however, that Liberty Media may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain to such proposed transaction. 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

View Full Filing

View this 8-K filing on SEC EDGAR