Liberty Media Corporation(” Liberty Media” or” Liberty”)( NASDAQ LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM effectsInc.( NASDAQ SIRI)(” SiriusXM” or the” Company”), the leading audio entertainment company in North America, moment blazoned that they’ve entered into definitive agreements whereby Liberty Media’s Liberty SiriusXM tracking stock group( NASDAQ LSXMA, LSXMB and LSXMK)( inclusively” LSXM”), will be combined with SiriusXM to produce a new public company(” New SiriusXM”), which will continue to operate under the SiriusXM name and brand. New SiriusXM will have a single outstanding series of common stock and is anticipated to continue to be traded on the Nasdaq Global Select Market under the ticker symbol” SIRI”.
” We’ve reached an important corner in Liberty’s power of SiriusXM. This combination will produce value for all stockholders by barring the shadowing stock structure, enhancing liquidity and allowing former LSXM stockholders to share directly in the ongoing performance of SiriusXM,” said Greg Maffei, Liberty President & CEO.” SiriusXM commands the largest paid share- of- observance in the auto and has proven itself as an incredibly successful and profitable business. We’re confident SiriusXM will continue to produce value by erecting on its flexible business model to execute its strategic enterprise. We look forward to remaining meaningfully involved in the business and significant stockholders.”
” We’re pleased that the Special Committee of our Board of Directors has reached this agreement with Liberty Media, which will allow SiriusXM to enter its coming phase of value creation,” said Jennifer Witz, Chief Executive Officer of SiriusXM.” In a largely fractured audio entertainment assiduity, SiriusXM has discerned itself as the leading audio entertainment provider by creating an experience centered on our high- quality, decoration, mortal curated radio that’s more applicable than ever. In doing so, we’ve erected a profitable business that’s poised for uninterrupted success. With our strong foundation and as we roll out our coming generation platform, we’re transubstantiating SiriusXM to drive long- term growth and stockholder value creation.”
” The Special Committee of the SiriusXM Board of Directors, along with our independent counsels, has precisely and diligently estimated Liberty Media’s offer and negotiated this sale. We believe that the agreement we reached with Liberty Media is in the stylish interests of the Company and its stockholders,” said Eddy Hartenstein, member of the Special Committee and Lead Independent Director of the SiriusXM Board.” With this sale, SiriusXM will be well deposited to continue creating value for stockholders.”
sale Benefits
The sale will affect in New SiriusXM being an independent public company, with no maturity stockholder, a single class of shares and a board comprising a maturity of independent directors.
New SiriusXM will have a simplified power structure and benefit from lesser strategic inflexibility and independence. It also provides New SiriusXM with access to a broader investor base and expanded openings for indicator addition. The fresh pier handed by the sale is also anticipated to ameliorate trading liquidity for New SiriusXM stockholders.
The sale offers all stockholders the occasion to share directly in the long- term eventuality of the leading audio- entertainment company in North America.
sale Details
Under the terms of the sale, Liberty will separate LSXM by means of a redemptive split- off of a new attachment of Liberty(” SplitCo”), which will hold its shares of SiriusXM and roughly$1.7 billion of estimated attributed net arrears. similar net arrears include LSXM’s net debt(3.75 LSXMA convertible notes due 2028,2.75 SIRI interchangeable bonds due 2049 and SIRI periphery loan, net of commercial cash) 1, as well as other arrears for sale freights and charges, backing freights, action related arrears and other commercial adaptations. In the split- off, holders of each series of LSXM common stock will admit a number of shares of SplitCo stock equal to the Exchange rate, calculated as described below, similar that LSXM stockholders admit 1 share of New SiriusXM for each share of SiriusXM preliminarily held at LSXM, acclimated for LSXM net arrears. A wholly possessed attachment of SplitCo will also combine with SiriusXM, and being SiriusXM stockholders( other than Liberty Media) will admit 11 shares of SplitCo, which will come New SiriusXM. The sale is intended to be duty-free to LSXM stockholders( except with respect to any cash entered in lieu of fractional shares) and SiriusXM stockholders.
The Exchange rate will be calculated grounded on( i) the number of shares of SiriusXM held by Liberty, reduced by a net arrears partake adaptation( the” Net arrears Share Adjustment”), divided by( ii) the number of acclimated completely adulterated shares of LSXM.
Liberty Media presently holds 3,205.8 million shares of SiriusXM attributed to LSXM. The Net arrears Share Adjustment to the Exchange rate will be determined as the quantum of assumed LSXM net debt( banning the3.75 LSXMA convertible notes due 2028), with fresh adaptations for sale freights and charges, backing freights, action related arrears and other commercial adaptations, divided by the SiriusXM share price of$4.23, which represents the normal of the SiriusXM diurnal volume- ladened average prices over the 20 successive trading days ending September 25, 2023, the day before Liberty filed a 13D relating to a sale.
The acclimated completely adulterated shares of LSXM will be calculated grounded on outstanding LSXM shares at ending, including the dilutive impact of shares underpinning the3.75 LSXMA convertible notes due 2028 and the dilutive impact of equity awards.
still, 2024, the Exchange rate is estimated to be roughly 8, If the Net arrears Share Adjustment and the acclimated completely adulterated shares of LSXM were calculated as of June30.4 shares in New SiriusXM for each share of LSXM held.
Pro forma for the sale, and assuming the adaptation described over, at June 30, 2024, there will be roughly 3,392 million introductory shares outstanding of New SiriusXM, of which former LSXM stockholders will enjoy roughly 81 of New SiriusXM, with the SiriusXM nonage stockholders retaining the remaining 19.
