Item 7.01. Regulation FD Disclosure.
On March 6, 2023, Liberty Siri MarginCo, LLC (“Siri MarginCo”), a wholly-owned
subsidiary of Liberty Media Corporation (the “Company”), amended its margin loan
agreement secured by shares of Sirius XM Holdings Inc. common stock (the “Margin
Loan”) to, among other things, (x) extend each of the maturity date to March
2026 and the availability of its revolving facility, (y) increase the available
revolver commitments by $200 million and (z) reduce the minimum price of such
common stock that would or could result in certain adjustments under the margin
loan agreement. After giving effect to the amendment referred to in the
preceding sentence, total capacity under the Margin Loan is $1,950 million, of
which $875 million of borrowings were outstanding as of December 31, 2022.
On March 7, 2023, the Company announced the proposed offering of up to $575
million aggregate principal amount of convertible senior notes (the “Notes”)
pursuant to Rule 144A under the Securities Act of 1933, as amended, and issued a
redemption notice for its 2.125% Exchangeable Senior Debentures due 2048 (the
“2.125% Exchangeable Senior Debentures”). The Company expects to use the net
proceeds from the proposed offering to make repurchases of its 1.375% Cash
Convertible Notes due 2023 (the “1.375% Cash Convertible Notes”) in individually
privately negotiated transactions, to settle exchanges or repurchases of, or to
redeem, its 2.125% Exchangeable Senior Debentures in accordance with the terms
of the indenture governing such debentures, and for general corporate purposes.
As of December 31, 2022, there was $790 million aggregate principal amount of
1.375% Cash Convertible Notes and $387 million aggregate principal amount of
2.125% Exchangeable Senior Debentures outstanding. Assuming the redemption of
all outstanding 2.125% Exchangeable Senior Debentures and the repurchase of all
outstanding 1.375% Cash Convertible Notes, in addition to the proceeds from the
proposed offering of the Notes, the Company expects: (a) to use approximately
$305 million of cash on hand that is attributed to the Liberty SiriusXM Group;
(b) to use cash received from the Liberty Formula One Group in connection with
the settlement and extinguishment of approximately 4.2 million notional shares
represented by the intergroup interest in the Liberty Formula One Group that is
attributed to the Liberty SiriusXM Group (which is equivalent to the number of
shares of Series A Liberty Formula One common stock underlying the outstanding
1.375% Cash Convertible Notes); (c) to use available borrowings under Siri
MarginCo’s Margin Loan; and (d) the cost of repurchasing the 1.375% Cash
Convertible Notes to be partially offset by the proceeds from the termination
and unwinding of the related bond hedges and warrants that the Company entered
into in connection with the issuance of such notes. As previously disclosed, if
the Company’s proposed split-off of the businesses, assets and liabilities
currently attributed to the Liberty Braves Group is approved and consummated,
the settlement and extinguishment of the intergroup interest in the Liberty
Braves Group that is attributed to the Liberty SiriusXM Group is expected to
result in the receipt of approximately 1.8 million shares of Atlanta Braves
Holdings, Inc. common stock by the Liberty SiriusXM Group and such shares are
expected to be utilized to reduce debt obligations attributed to the Liberty
SiriusXM Group.
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.
Forward-Looking Statements
This Current Report on Form 8-K, including the exhibit attached hereto, includes
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements relating to the intended
launch of a private offering of Notes, the size of the offering, the use of
proceeds therefrom, expected repurchases, exchanges or redemptions of existing
indebtedness and the sources of funds therefor and expected derivative
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
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 Current Report on Form 8-K, and the
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained herein to
reflect any change in the Company’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 the Company, including
its most recent Annual Report on Form 10-K, for additional information about the
Company and about the risks and uncertainties related to the Company’s business
which may affect the statements made in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Press Release, dated March 7, 2023, regarding the proposed private
99.1 offering.
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101).
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