Liberty Media Corporation Closes Private Offering of $350 Million of 2.25% Exchangeable Senior Debentures due 2048
04 December 2018 - 8:15AM
Business Wire
Liberty Media Corporation (the “Company”) (Nasdaq: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it has
closed its previously announced private offering of $350 million
aggregate original principal amount of its 2.25% exchangeable
senior debentures due 2048 (the “Debentures”).
Upon an exchange of Debentures, the Company, at its option, may
deliver shares of Live Nation Entertainment, Inc. (“Live Nation”)
common stock or the value thereof in cash (or any combination of
shares of Live Nation common stock and cash). Initially, 15.0886
shares of Live Nation common stock are attributable to each $1,000
original principal amount of Debentures, representing an initial
exchange price of approximately $66.28 for each share of Live
Nation common stock. A total of 5,281,010 shares of Live Nation
common stock are attributable to the Debentures. Interest will be
payable quarterly on March 1, June 1, September 1 and December 1 of
each year, commencing March 1, 2019. The Debentures may be redeemed
by the Company, in whole or in part, on or after December 1, 2021.
Holders of the Debentures also have the right to require the
Company to purchase their Debentures on December 1, 2021. 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.
The Company expects to use the net proceeds of the offering to
repay the margin loan secured by shares of Live Nation incurred by
its wholly-owned special purpose subsidiary attributed to the
Formula One Group (the “Formula One Group Margin Loan”), and any
remaining net proceeds for investment activities and for other
general corporate purposes, including to pay interest on the
Debentures. The Debentures, as well as the associated cash
proceeds, will be attributed to the Formula One tracking stock
group. The Formula One Group Margin Loan is not being terminated in
connection with this offering.
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 offering of
Debentures and the use of proceeds therefrom. 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 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
and Quarterly Reports on Form 10-Q, for risks and uncertainties
related to the Company’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 Braves Group and the Formula One Group.
The businesses and assets attributed to the Liberty SiriusXM Group
(Nasdaq: LSXMA, LSXMB, LSXMK) include Liberty Media Corporation's
interest in SiriusXM. The businesses and assets attributed to the
Braves Group (Nasdaq: BATRA, BATRK) include Liberty Media
Corporation's subsidiary Braves Holdings, LLC. The businesses and
assets attributed to the Formula One Group (Nasdaq: FWONA, FWONK)
consist of all of Liberty Media Corporation's businesses and assets
other than those attributed to the Liberty SiriusXM Group and the
Braves Group, including its subsidiary Formula 1, its interest in
Live Nation and minority equity investment in AT&T Inc.
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Liberty Media CorporationCourtnee Chun, 720-875-5420
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