Liberty Media Completes Formula 1 Asset Acquisition
Ticker: FWONB · Form: 8-K · Filed: Sep 10, 2024 · CIK: 1560385
| Field | Detail |
|---|---|
| Company | Liberty Media CORP (FWONB) |
| Form Type | 8-K |
| Filed Date | Sep 10, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01, $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, assets, listing-rules
Related Tickers: LMCA
TL;DR
LMCA just closed a big F1 asset deal, watch for impacts.
AI Summary
On September 9, 2024, Liberty Media Corporation (LMCA) announced the completion of its acquisition of certain assets related to Formula 1. This transaction involved the transfer of shares and is a significant event for the company's portfolio. The filing also touches upon potential listing rule compliance and includes financial statements and exhibits.
Why It Matters
This acquisition signifies a major strategic move for Liberty Media, potentially impacting its future revenue streams and market position within the sports and entertainment sector.
Risk Assessment
Risk Level: medium — The acquisition of significant assets like Formula 1 carries inherent financial and operational risks, and the filing also mentions potential listing rule issues.
Key Players & Entities
- Liberty Media Corporation (company) — Registrant
- Formula 1 (company) — Acquired Asset
- September 9, 2024 (date) — Date of earliest event reported
FAQ
What specific assets related to Formula 1 were acquired by Liberty Media?
The filing indicates the completion of an acquisition of certain assets related to Formula 1, but does not specify the exact nature or value of these assets in this section.
What is the significance of the 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule' mentioned in the filing?
This notice suggests that Liberty Media may be facing or has addressed a situation where its securities might not meet the requirements for continued listing on an exchange, requiring disclosure.
What does the 'Regulation FD Disclosure' item signify?
This indicates that the filing contains information that is intended to be broadly disseminated to the public to prevent selective disclosure of material non-public information.
What is the role of the 'Financial Statements and Exhibits' in this 8-K filing?
These components provide supporting financial details and additional documentation related to the events reported in the 8-K, such as the acquisition.
When did Liberty Media Corporation change its name from Liberty Spinco, Inc.?
The filing states that the date of the name change from Liberty Spinco, Inc. to Liberty Media Corporation was October 15, 2012.
Filing Stats: 1,084 words · 4 min read · ~4 pages · Grade level 10.9 · Accepted 2024-09-09 18:05:17
Key Financial Figures
- $0.01 — iberty SiriusXM common stock, par value $0.01 per share, in exchange for 0.8375 of a
- $0.001 — e of New Sirius common stock, par value $0.001 per share, with cash being paid to enti
Filing Documents
- tm2422514d16_8k.htm (8-K) — 37KB
- tm2422514d16_ex99-1.htm (EX-99.1) — 9KB
- tm2422514d16_ex99-2.htm (EX-99.2) — 256KB
- 0001104659-24-098251.txt ( ) — 548KB
- lmca-20240909.xsd (EX-101.SCH) — 4KB
- lmca-20240909_def.xml (EX-101.DEF) — 27KB
- lmca-20240909_lab.xml (EX-101.LAB) — 37KB
- lmca-20240909_pre.xml (EX-101.PRE) — 26KB
- tm2422514d16_8k_htm.xml (XML) — 7KB
01. Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets. On September 9, 2024 at 4:05 p.m., New York City time (the " Split-Off Effective Time "), Liberty Media Corporation (" Liberty Media ") completed its previously announced split-off (the " Split-Off ") of its former wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (" New Sirius "). The Split-Off was accomplished by Liberty Media redeeming each outstanding share of Liberty SiriusXM common stock, par value $0.01 per share, in exchange for 0.8375 of a share of New Sirius common stock, par value $0.001 per share, with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of New Sirius. Additionally, following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the " Merger Effective Time "), a wholly owned subsidiary of New Sirius merged with and into Sirius XM Holdings Inc. (" Sirius XM "), with Sirius XM surviving the merger as a wholly owned subsidiary of New Sirius (the " Merger " and together with the Split-Off, the " Transactions "). Upon consummation of the Merger, each share of common stock of Sirius XM, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by New Sirius and its subsidiaries) was converted into one-tenth (0.1) of a share of New Sirius common stock, with cash being paid to entitled record holders of Sirius XM common stock in lieu of any fractional shares of common stock of New Sirius. Concurrently with the Merger Effective Time, Sirius XM was renamed to "Sirius XM Inc." and New Sirius was renamed to "Sirius XM Holdings Inc." As a result of the Transactions, New Sirius is an independent, publicly traded company. The section of the proxy statement/notice/prospectus/information statement forming a part of Amendment No. 4 to New Sirius's Registration Statement on Form S-4, declared effective by the Securities and Exchange
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. On September 9, 2024, Liberty Media notified Nasdaq of the completion of the Split-Off and requested that the Liberty SiriusXM common stock, which traded under the symbols "LSXMA", "LSXMB" and "LSXMK", be delisted from Nasdaq effective on September 9, 2024 following the Split-Off Effective Time. Liberty Media also requested that Nasdaq file a notification of removal from listing and/or registration of the Liberty SiriusXM common stock on Form 25 under Section 12(b) of the Securities and Exchange Act of 1934, as amended, with the Securities and Exchange Commission.
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On September 9, 2024, Liberty Media and New Sirius issued a joint press release announcing the completion of the Transactions. The full text of the press release is filed as Exhibit 99.1 and is 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.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information. The Split-Off constituted a signification disposition and as a result, Liberty Media prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X. The following unaudited pro forma financial information of Liberty Media is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference: Condensed Pro Forma Consolidated Balance Sheet as of June 30, 2024 (unaudited). Condensed Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2024 (unaudited). Pro Forma Consolidated Statement of Operations for the year ended December 31, 2023 (unaudited). (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated September 9, 2024 99.2 Condensed Pro Forma Consolidated Financial Information (unaudited) 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: September 9, 2024 LIBERTY MEDIA CORPORATION By: /s/ Katherine C. Jewell Name: Katherine C. Jewell Title: Vice President and Assistant Secretary