8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 11, 2020

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-35707	37-1699499
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

T
Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Liberty SiriusXM Common Stock	LSXMA	The Nasdaq Stock Market LLC
Series B Liberty SiriusXM Common Stock	LSXMB	The Nasdaq Stock Market LLC
Series C Liberty SiriusXM Common Stock	LSXMK	The Nasdaq Stock Market LLC
Series A Liberty Braves Common Stock	BATRA	The Nasdaq Stock Market LLC
Series C Liberty Braves Common Stock	BATRK	The Nasdaq Stock Market LLC
Series A Liberty Formula One Common Stock	FWONA	The Nasdaq Stock Market LLC
Series C Liberty Formula One Common Stock	FWONK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On May 11, 2020, Liberty Media Corporation issued a press release announcing certain proposed terms for the previously announced distribution of subscription rights to holders of its Series A, Series B and Series C Liberty SiriusXM common stock to acquire shares of its Series C Liberty SiriusXM common stock in a rights offering to follow such distribution. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.

This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission 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 May 11, 2020.
101.INS	Inline XBRL Instance Document - the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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: May 11, 2020

LIBERTY MEDIA CORPORATION
By:	/s/ Wade Haufschild
	Name: Wade Haufschild
	Title: Vice President

3

EX-99.1

Exhibit 99.1

May 11, 2020

Liberty Media Corporation Announces Terms for Previously Announced Rights Offering

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, BATRA, BATRK, FWONA, FWONK) ("Liberty") announced today terms for Liberty's previously announced distribution (the "Rights Distribution") of subscription rights to holders of its Series A, Series B and Series C Liberty SiriusXM common stock  (“Liberty SiriusXM common stock”) to acquire shares of its Series C Liberty SiriusXM common stock (the "Series C Liberty SiriusXM Rights") in a rights offering to follow such distribution (the "Rights Offering"). The distribution date for the Rights Distribution will be 5:00 p.m., New York City time, on May 15, 2020.  As previously announced, the record date for the Rights Distribution will be 5:00 p.m., New York City time, on May 13, 2020 (such date and time, the "Rights Record Date"); however, as a result of "due bill" trading procedures, those persons acquiring shares of Liberty SiriusXM common stock in the market following the Rights Record Date but prior to the ex-dividend date (discussed below) will be entitled to receive Series C Liberty SiriusXM Rights.

In the Rights Distribution, Liberty will distribute 0.0939 of a Series C Liberty SiriusXM Right for each share of Series A, Series B or Series C Liberty SiriusXM common stock held as of the Rights Record Date. Fractional Series C Liberty SiriusXM Rights will be rounded up to the nearest whole right, to be described in more detail in the prospectus (the “Prospectus”) to be included in Liberty's Registration Statement on Form S-3 which will be filed with the Securities and Exchange Commission prior to the Rights Distribution. No rights to purchase shares of any other series of Liberty's common stock will be issued in the Rights Distribution.

Each whole Series C Liberty SiriusXM Right will entitle the holder to purchase, pursuant to the basic subscription privilege, one share of Liberty's Series C Liberty SiriusXM common stock at a subscription price of $25.47, which is equal to an approximate 20% discount to the volume weighted average trading price of Liberty's Series C Liberty SiriusXM common stock for the 3-day trading period ending on and including May 8, 2020. Each Series C Liberty SiriusXM Right also entitles the holder to subscribe for additional shares of Series C Liberty SiriusXM common stock that are unsubscribed for in the Rights Offering pursuant to an oversubscription privilege.

It is expected that the Rights Offering will commence on May 18, 2020, which is also the proposed ex-dividend date for the distribution of the Series C Liberty SiriusXM Rights. Liberty expects that the Series C Liberty SiriusXM Rights will be tradable beginning on the commencement date. Liberty intends to announce additional information, including the definitive ex-dividend date and information regarding the trading of the Series C Liberty SiriusXM Rights on Nasdaq (including whether and when there will be a when-issued trading market) as soon as such information has been confirmed.

The completion of the Rights Distribution remains subject to the satisfaction of certain conditions, and Liberty reserves the right to terminate the Rights Offering at any time prior to the expiration date of the Rights Offering, including prior to the Rights Distribution date or the commencement of the Rights Offering.

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 about the Rights Distribution, the Rights Offering and other matters that are not historical facts. 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, Liberty's ability to satisfy the conditions to the Rights Distribution and Liberty's ability to complete the Rights Offering. 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 the most recent Form 10-K and 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.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of any securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. None of Liberty, its board of directors or any committee of its board of directors is making any recommendation to rightsholders as to whether to exercise or sell their Series C Liberty SiriusXM Rights. Rightsholders should carefully read the Prospectus insofar as it relates to the Rights Offering before making any decisions with respect to their Series C Liberty SiriusXM Rights.

Liberty Media Corporation
Courtnee Chun, 720-875-5420

Source: Liberty Media Corporation

XML

Document and Entity Information	May 11, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 11, 2020
Entity Registrant Name	LIBERTY MEDIA CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35707
Entity Tax Identification Number	37-1699499
Entity Address, Address Line One	12300 Liberty Blvd.
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001560385
Amendment Flag	false
Liberty Sirius XM Group Common Class A
Document Information [Line Items]
Title of 12(b) Security	Series A Liberty SiriusXM Common Stock
Trading Symbol	LSXMA
Security Exchange Name	NASDAQ
Liberty Sirius XM Group Common Class B
Document Information [Line Items]
Title of 12(b) Security	Series B Liberty SiriusXM Common Stock
Trading Symbol	LSXMB
Security Exchange Name	NASDAQ
Liberty Sirius Xm Group Common Class C
Document Information [Line Items]
Title of 12(b) Security	Series C Liberty SiriusXM Common Stock
Trading Symbol	LSXMK
Security Exchange Name	NASDAQ
Liberty Braves Group Common Class A
Document Information [Line Items]
Title of 12(b) Security	Series A Liberty Braves Common Stock
Trading Symbol	BATRA
Security Exchange Name	NASDAQ
Liberty Braves Group Common Class C
Document Information [Line Items]
Title of 12(b) Security	Series C Liberty Braves Common Stock
Trading Symbol	BATRK
Security Exchange Name	NASDAQ
Liberty Formula One Group Common Class A
Document Information [Line Items]
Title of 12(b) Security	Series A Liberty Formula One Common Stock
Trading Symbol	FWONA
Security Exchange Name	NASDAQ
Liberty Formula One Group Common Class C
Document Information [Line Items]
Title of 12(b) Security	Series C Liberty Formula One Common Stock
Trading Symbol	FWONK
Security Exchange Name	NASDAQ