Liberty Media 8-K: Delisting Notice, Shareholder Vote

TL;DR

Liberty Media 8-K filed: Delisting notice, shareholder vote, other events. Big changes ahead?

AI Summary

Liberty Media Corp. filed an 8-K on August 27, 2024, reporting on events as of August 23, 2024. The filing indicates a notice of delisting or failure to meet continued listing rules, a transfer of listing, and the submission of matters to a vote of security holders. It also notes other events.

Why It Matters

This filing signals potential changes in Liberty Media's stock listing status and involves important decisions being put to a shareholder vote, which could impact investors.

Risk Assessment

Risk Level: medium — The mention of a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule' introduces significant uncertainty and potential negative impact on the stock.

Key Players & Entities

• Liberty Media Corp. (company) — Filer of the 8-K report.
• 20240823 (date) — Date as of which events are reported.
• 20240827 (date) — Filing date of the 8-K.

FAQ

Filing Documents

• tm2422514d1_8k.htm (8-K) — 49KB
• 0001104659-24-093102.txt ( ) — 295KB
• lmca-20240823.xsd (EX-101.SCH) — 5KB
• lmca-20240823_def.xml (EX-101.DEF) — 28KB
• lmca-20240823_lab.xml (EX-101.LAB) — 39KB
• lmca-20240823_pre.xml (EX-101.PRE) — 27KB
• tm2422514d1_8k_htm.xml (XML) — 11KB

01. Notice of Delisting or Failure to Satisfy a Continued

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

01. Other Events

Item 8.01. Other Events. On August 23, 2024, Liberty Media Corporation, a Delaware corporation (" Liberty Media "), issued a press release announcing that, assuming the requisite conditions to the previously announced redemptive split-off (the " Split-Off ") of Liberty Sirius XM Holdings Inc., a newly formed and wholly owned subsidiary of Liberty Media (" SplitCo ") are satisfied or waived, as applicable, Liberty Media expects that Liberty Media's shares of Series A Liberty SiriusXM common stock (" LSXMA "), Series B Liberty SiriusXM common stock (" LSXMB ") and Series C Liberty SiriusXM common stock (" LSXMK ", and collectively with LSXMA and LSXMB, the " Liberty SiriusXM Common Stock ") will cease trading on The Nasdaq Stock Market LLC (" Nasdaq ") following market close on September 9, 2024. Liberty Media has notified Nasdaq of its intention to voluntarily delist from the Nasdaq Global Select Market and deregister the shares of Liberty SiriusXM Common Stock and its intention to request that Nasdaq file appropriate forms with the Securities and Exchange Commission (" SEC ") on or about September 9, 2024. Concurrently with the delisting of the shares of Liberty SiriusXM Common Stock, Liberty Media expects that the shares of common stock of SplitCo will begin trading on Nasdaq under the ticker symbol "SIRI" as of September 10, 2024.

07. Submission of Matters to Vote of Security Holders

Item 5.07. Submission of Matters to Vote of Security Holders. At Liberty Media's special meeting of the holders of LSXMA and LSXMB held on August 23, 2024 (the " Special Meeting "), the following proposals were considered and acted upon by the holders of LSXMA and LSXMB: (1) a proposal (the " Split-Off Proposal ") to approve the redemption by Liberty Media of each outstanding share of LSXMA, LSXMB and LSXMK in exchange for a number of shares of common stock of SplitCo, equal to the Exchange Ratio (as defined in that certain Reorganization Agreement, dated as of December 11, 2023, by and among Liberty Media, SplitCo and Sirius XM Holdings Inc., a Delaware corporation (" Sirius XM "), as amended by that certain First Amendment to the Reorganization Agreement, dated as of June 16, 2024, by and among Liberty Media, SplitCo and Sirius XM (collectively and as amended from time to time, the " Reorganization Agreement ")); and (2) a proposal (the " Adjournment Proposal ") to approve the adjournment of the Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate. The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below. Holders of record as of 5:00 p.m., New York City time, on July 17, 2024, the Special Meeting record date, of LSXMA and LSXMB were entitled vote on the proposals as set forth below. 1. The Split-Off Proposal Entitled to Vote Votes For Votes Against Abstentions Broker Non-Votes LSXMA, LSXMB 171,379,993 69,013 244,603 - Accordingly, the Split-Off Proposal was finally approved. 2. The Adjournment Proposal Entitled to Vote Votes For Votes Against Abstentions Broker Non-Votes LSXMA, LSXMB 170

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes certain forward-looking "Transactions") and their proposed timing and other matters related to the Transactions. All statements other than statements of historical fact are "forward-looking 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 Current Report on Form 8-K, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking 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

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View this 8-K filing on SEC EDGAR