Liberty Media Corporation Proposes Private Offering of Convertible Senior Notes
07 March 2023 - 11:14PM
Business Wire
Liberty Media Corporation (“Liberty”) (NASDAQ: LSXMA, LSXMB,
LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it intends
to offer $500 million aggregate principal amount of convertible
senior notes (the “Notes”) in a private offering. Liberty also
expects to grant the initial purchasers of the Notes an option to
purchase, for settlement within a period of 13 days from, and
including, the date the Notes are first issued, up to an additional
$75 million principal amount of Notes.
The Notes will be convertible into shares of Liberty’s Series A
Liberty SiriusXM common stock (“LSXMA”), which may be settled at
Liberty’s election in LSXMA, cash or a combination thereof. The
Notes, as well as the associated cash proceeds, will be attributed
to the Liberty SiriusXM Group.
The Notes will be senior, unsecured obligations of Liberty, and
interest will be payable semi-annually in arrears. The interest
rate, initial conversion rate and other terms of the Notes will be
determined at the time of pricing of the offering.
Liberty expects to use the net proceeds of the offering,
together with cash on hand and borrowings under Liberty Siri
MarginCo, LLC’s margin loan that are in each case attributed to the
Liberty SiriusXM Group, to make repurchases of Liberty’s existing
1.375% cash convertible notes due 2023 (the “1.375% Cash
Convertible Notes”) pursuant to individually privately negotiated
transactions (the cost of which is expected to be partially offset
by the proceeds from the proportional termination and unwinding of
the related bond hedges and warrants that Liberty entered into in
connection with the issuance of such notes), to settle exchanges or
repurchases of, or to redeem, Liberty’s existing 2.125%
exchangeable senior debentures due 2048 (the “2.125% Exchangeable
Senior Debentures”) in accordance with the terms of the indenture
governing such debentures, and for general corporate purposes.
Liberty expects that the number of shares of LSXMA into which
the Notes would be convertible will be less than the number of
shares of LSXMA underlying the outstanding 1.375% Cash Convertible
Notes, based on the last reported sale price of $31.44 per share of
LSXMA on the Nasdaq Global Select Market on March 6, 2023 and an
aggregate principal amount of the Notes of $575 million (assuming
the initial purchasers exercise their option to purchase additional
Notes described above).
In connection with the offer and sale of the Notes and any
repurchases of the 1.375% Cash Convertible Notes due 2023, Liberty
expects to proportionally terminate and unwind the related bond
hedges and warrants. In connection with such termination and unwind
and any repurchases of the 1.375% Cash Convertible Notes due 2023,
Liberty expects certain financial intermediaries may enter into
various derivative and other transactions with respect to the
shares of LSXMA, FWONA and BATRA underlying such notes and related
bond hedge and warrant transactions concurrently with, or shortly
after, the pricing of the Notes. In addition, in connection with
the settlement from time to time of certain of such derivative
transactions, Liberty expects that the financial intermediaries may
purchase shares of LSXMA, FWONA and BATRA subsequent to the
issuance of the Notes. The net effect of these activities could
cause an increase (or reduce the size of any decrease) in the
market price of LSXMA (and of FWONA and BATRA) at the time of the
pricing of the Notes and at such subsequent times, which may affect
the trading price of the Notes.
The Notes (and any shares of LSXMA issuable on conversion of the
Notes) will not be 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 Notes will be 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 any of these
securities nor shall there be any sale of any of these securities
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 intended launch of a
private offering of Notes, the size of the offering, the number of
shares into which the Notes would be convertible, the use of
proceeds therefrom, expected repurchases, exchanges or redemptions
of existing indebtedness and the sources of funds therefor and
expected derivative transactions (and the impact such transactions
may have on the trading prices of LSXMA, FWONA and BATRA). 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 most recent Annual Report on Form 10-K, 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 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
interests in SiriusXM and Live Nation Entertainment. 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 and other minority investments.
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version on businesswire.com: https://www.businesswire.com/news/home/20230306005887/en/
Liberty Media Corporation Shane Kleinstein,
720-875-5432
Liberty Media (NASDAQ:FWONA)
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