LIBERTY MEDIA CORPORATION (NASDAQ:BATRA) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.
The information regarding the issuance of shares of Liberty
Medias SeriesC Liberty Media common stock, par value $.01 per
share (LMCK), set forth in Item 8.01 of this
Current Report on Form8-K is incorporated herein by reference.
The issuance of the shares of LMCK to the Investment Agreements
is intended to be exempt from registration under the Securities
Act of 1933, as amended (the Securities Act), by
virtue of the exemption provided by Section4(a)(2)of the
Securities Act.
Item 8.01. Other Events.
On December13, 2016, Liberty Media entered into certain
Investment Agreements (the Investment
Agreements) with the investors (or certain affiliates of
the investors) listed in Liberty Medias Press Release
(collectively, the Third Party Investors). to
the Investment Agreements, subject to the satisfaction of certain
conditions (including the concurrent completion of closing under
the Second SPA (the F1 Closing)), the Third
Party Investors will subscribe for approximately 62 million newly
issued shares of LMCK, at a price of $25.00 per share and an
aggregate purchase price of $1.55 billion (the Third
Party Investment). Each of the Investment Agreements
contains substantially similar terms and conditions, including
customary representations and warranties and registration rights
provisions. The net proceeds of the Investment Agreements will be
used to fund a portion of the cash consideration payable to the
existing shareholders of Delta Topco (the Selling
Shareholders) at the F1 Closing. If the transactions
contemplated by the Investment Agreements are completed:
the cash component payable to the Selling Shareholders at the F1
Closing will be increased by an amount equal to the proceeds
received by Liberty Media to the Investment Agreements (less
selling expenses); and
the number of shares of LMCK comprising the stock component
issuable to the Selling Shareholders at the F1 Closing will be
decreased by the number of shares of LMCK actually sold to the
Investment Agreements.
Liberty Media will not retain any proceeds from the sale of
shares of LMCK to the Third Party Investors to the Investment
Agreements.
The Investment Agreements contain customary termination events,
including, but not limited to, (i)mutual written consent of
Liberty Media and any investor, (ii)as to any investor, a breach
of any representation or warranty or failure to perform a
covenant or agreement by such investor which would cause the
conditions to closing not to be satisfied at the closing, (iii)if
the F1 Closing has not occurred on or before the twelve (12)
month anniversary of the date of the Investment Agreements,
(iv)upon the enactment or entry of any law, permanent injunction
or other order or legal restraint issued by a court or other
governmental entity of competent jurisdiction which has the
effect of rendering the transactions contemplated by the
Investment Agreement or the Second SPA illegal or otherwise
prohibiting the consummation of the transactions contemplated
by the Investment Agreement or the Second SPA and (v)the
termination of the Second SPA in accordance with its terms.
In connection with the F1 Closing, both the Third Party
Investors and the Selling Shareholders will be subject to
certain lock-up restrictions for a period of six months
following the F1 Closing, subject to certain exceptions.
Information regarding these lock-up restrictions can be found
in (i)ExhibitB: Formof Lock-Up Agreement and ExhibitC: Formof
Coordination Agreement Side Letter to the form of Investment
Agreement and (ii)the definitive proxy statement filed by
Liberty Media with respect to the special meeting of
stockholders (described below).
The F1 Closing is not conditioned upon the consummation of the
Third Party Investment or any Investment Agreement. The maximum
aggregate number of shares of LMCK to be issued to the Selling
Shareholders and the Third Party Investors at the F1 Closing is
approximately 138 million shares.
Liberty Media intends to seek stockholder approval for the
issuance of the shares of LMCK in connection with the Formula 1
Acquisition (including the issuance of shares of LMCK to the
Third Party Investors to the Investment Agreements) in
accordance with the rulesand requirements of Nasdaq. On
December9, 2016, Liberty Media filed a definitive proxy
statement (the Proxy Statement) with the
Securities and Exchange Commission (the SEC)
relating, among other things, to a proposal to obtain such
approval at a special meeting to be held on January17, 2017. If
Liberty Media does not receive the requisite stockholder
approval for the issuance of the shares of LMCK in connection
with the Formula 1 Acquisition, the F1 Closing will not occur,
and Liberty Media will not issue such shares to the Third Party
Investors to the Investment Agreements, to the Selling
Shareholders to the Second SPA or to the noteholders to the
terms of the exchangeable notes to be issued by Delta Topco at
the F1 Closing as described in the Proxy Statement. Approval of
the share issuance proposal by Liberty Medias stockholders is a
non-waivable condition to the F1 Closing.
The summary of the Investment Agreements (and certain exhibits
thereto) provided above is qualified in its entirety by
reference to the full text of such agreements, a form of which
is filed as Exhibit99.1 hereto and incorporated by reference
herein.
A copy of Liberty Medias related press release is attached
hereto as Exhibit99.2 and incorporated by reference into this
Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo. |
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Description |
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99.1 |
Formof Investment Agreement, dated December13, 2016, by |
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99.2 |
Press Release, dated December14, 2016. |
About LIBERTY MEDIA CORPORATION (NASDAQ:BATRA)
Liberty Media Corporation (Liberty) owns interests in subsidiaries and other companies, which are engaged in the media and entertainment industries. Through its subsidiaries and affiliates, the Company principally operates in North America. Its principal businesses and assets include its consolidated subsidiaries Sirius XM Holdings Inc. (SIRIUS XM) and the Braves Holdings, LLC (Braves Holdings), and its equity affiliate Live Nation Entertainment, Inc. (Live Nation). The Company operates through two segments: SIRIUS X, and corporate and other. SIRIUS XM transmits its music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through its approximately two satellite radio systems. SIRIUS XM has approximately 29.6 million subscribers. Its corporate and other segment includes its consolidated subsidiary, Braves Holdings. LIBERTY MEDIA CORPORATION (NASDAQ:BATRA) Recent Trading Information
LIBERTY MEDIA CORPORATION (NASDAQ:BATRA) closed its last trading session up +0.27 at 20.69 with 23,656 shares trading hands.
