UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
Press Release
On September 14, 2023, Liberty Media Corporation issued a press release announcing the closing of the private offering of $1.15 billion aggregate original principal amount of its 2.375% Exchangeable Senior Debentures due 2053 (the “Debentures”), inclusive of Debentures with an aggregate principal amount of $150 million issued pursuant to the exercise of an option granted to the initial purchasers. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
This Item 7.01 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 September 14, 2023, announcing the closing of the private offering. | |
| 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 14, 2023
| LIBERTY MEDIA CORPORATION | ||
| By: | /s/ Wade D. Haufschild | |
| Name: | Wade D. Haufschild | |
| Title: | Senior Vice President | |
Exhibit 99.1
September 14, 2023
Liberty Media Corporation Closes Private Offering of $1.15 Billion of 2.375% Exchangeable Senior Debentures Due 2053
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Media Corporation (“Liberty”) (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that it has closed its previously announced private offering of $1.15 billion aggregate original principal amount of its 2.375% exchangeable senior debentures due 2053 (the “Debentures”), inclusive of Debentures in an aggregate original principal amount of $150 million issued pursuant to the exercise of an option granted to the initial purchasers, which was exercised in full.
Upon an exchange of Debentures, Liberty may, at its option, deliver shares of Live Nation Entertainment, Inc. (“Live Nation”) common stock, the value thereof in cash, or a combination of shares of Live Nation common stock and cash. Initially, 9.5320 shares of Live Nation common stock are attributable to each $1,000 original principal amount of Debentures, representing an initial exchange price of approximately $104.91 for each share of Live Nation common stock. A total of approximately 10.96 million shares of Live Nation common stock are initially attributable to the Debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2023. The Debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028. Holders of the Debentures also have the right to require Liberty to purchase their Debentures on September 30, 2028. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.
In connection with the closing of the private offering of the Debentures, Liberty repurchased a total of approximately $858 million (inclusive of the approximately $713 million of previously announced proposed repurchases) in aggregate adjusted principal amount of its 0.5% exchangeable senior debentures due 2050, representing approximately 93% of such outstanding debentures, at an aggregate cost of approximately $918 million pursuant to individually privately negotiated transactions. Liberty expects to use the remaining net proceeds of the offering to settle exchanges of, or to redeem or repurchase, its remaining 0.5% Exchangeable Senior Debentures due 2050 in accordance with the terms of the indenture governing such debentures, and for general corporate purposes. The 0.5% Exchangeable Senior Debentures due 2050 may be redeemed by Liberty, in whole or in part, on or after September 1, 2024 and holders of such debentures also have the right to require Liberty to purchase such debentures on September 1, 2024.
The Debentures have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Debentures were offered by means of an offering memorandum solely to “Qualified Institutional Buyers” pursuant to, and as that term is defined in, Rule 144A of the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Debentures nor shall there be any sale of Debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the use of proceeds from the offering of the Debentures. 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 press release, and Liberty 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’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, including its Registration Statement on Form S-4 (File No. 333-268921), as amended, and its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information about Liberty and about the risks and uncertainties related to Liberty’s business which may affect the statements made in this press release.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests in a broad range of media, communications 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’s interest in SiriusXM. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include Liberty’s subsidiary Formula 1 and other minority investments. The businesses and assets attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty’s interest in Live Nation and other minority investments.
Liberty Media Corporation
Shane Kleinstein, 720-875-5432
Source: Liberty Media Corporation
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