LIBERTY MEDIA CORPORATION (NASDAQ:LMCK) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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LIBERTY MEDIA CORPORATION (NASDAQ:LMCK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

In connection with the offering of shares of SeriesC Liberty Formula One common stock (“FWONK”) of Liberty Media Corporation (the “Company”) by certain former shareholders of the Company, as described herein, the Company, together with its wholly owned subsidiary Delta Topco Limited (“Delta Topco”), entered into (i)an Amended and Restated Shareholders Agreement, dated as of September19, 2017 (the “Amended and Restated Shareholders Agreement”), by and between the Company and the shareholders listed on Schedule A thereto (the “Shareholders”), and (ii)certain amendments to the documents governing the 2% fixed rate exchangeable redeemable loan notes due 23 July2019 issued by Delta Topco (the “Notes”). In addition, affiliates of each of CVC Partners and Waddell& Reed caused their designee to the board of directors of Delta Topco to resign at the closing of such offering.

Amended and Restated Shareholders Agreement

The Amended and Restated Shareholders Agreement provides for certain amendments to the Shareholders Agreement, dated as of January23, 2017, by and between the Company and the shareholders listed on Schedule A thereto, including:

· certain specified amendments to the notes which would affect all of the noteholders, such as changes to the maturity date, a reduction of the principal amount of notes, adverse changes to the exchange rights, redemption or subordination provisions or consent to assignment of rights by Delta Topco, may only be made with the approval of all holders of notes; and

· notwithstanding any of the foregoing, Delta Topco may unilaterally make amendments to the notes which are of benefit to or would provide additional rights to the noteholders, or to correct any ambiguities or defective provisions therein.

The foregoing description of the Note Consent and the Deed are subject in all respects to the full text thereof set forth in Exhibit10.2 to this Current Report on Form8-K.

Item 7.01. Regulation FD Disclosure.

On September19, 2017, September20, 2017 and September 22, 2017, the Company issued press releases announcing the launch, pricing and closing, respectively, of an underwritten public offering by certain selling stockholders of an aggregate of 17,697,330, respectively, shares of FWONK. Copies of these press releases are furnished with this Current Report on Form8-K as Exhibit99.1, Exhibit99.2 and Exhibit 99.3 and incorporated into this Item 7.01 by reference.

This Item 7.01 and the press releases furnished herewith as Exhibit99.1, Exhibit99.2 and Exhibit 99.3 are being furnished to the SEC under Item 7.01 of Form8-K 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.

ExhibitNo.

Name

10.1*

Amended and Restated Shareholders Agreement, dated September 19, 2017, by and among Liberty Media Corporation and the shareholders listed on Schedule A thereto

10.2*

Consent to and Acknowledge of Deed Poll Related to Exchangeable Redeemable Loan Note Instrument, dated September 19, 2017, by and among the Company, Delta Topco Limited and the other parties thereto

99.1*

Press Release dated September19, 2017

99.2*

Press Release dated September20, 2017

99.3*

Press Release dated September22, 2017

* filed herewith


Liberty Media Corp Exhibit
EX-10.1 2 a17-21386_6ex10d1.htm EX-10.1 Exhibit 10.1   EXECUTION VERSION   Confidential   AMENDED AND RESTATED SHAREHOLDERS AGREEMENT   by and among   LIBERTY MEDIA CORPORATION   and   THE SHAREHOLDERS LISTED ON SCHEDULE A HERETO   Dated as of September 19,…
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