LIBERTY MEDIA CORPORATION (NASDAQ:LMCK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
On May18, 2017, Liberty Media Corporation (the
Company) entered into an Underwriting Agreement
(the Underwriting Agreement), by and among the
Company and certain stockholders of the Company (the
Selling Stockholders), on the one hand, and
Goldman Sachs Co. LLC, J.P. Morgan Securities LLC and Morgan
Stanley Co. LLC, as representatives (the
Representatives) of the underwriters named
therein (the Underwriters), on the other hand,
providing for the offer and sale by the Company and the Selling
Stockholders (the Offering) and the purchase by
the Underwriters, of 40,000,000 shares (the
Shares) of the Companys SeriesC Liberty Formula
One common stock, par value $0.01 per share
(FWONK), consisting of 12,903,225 shares of
FWONK offered by the Company and 27,096,775 shares of FWONK
offered by the Selling Stockholders, at a price to the public of
$31.00 per share. to the Underwriting Agreement, the Selling
Stockholders also granted the Underwriters an option exercisable
for a period of 30 days to purchase up to an additional 6,000,000
shares of FWONK on the same terms.
The Selling Stockholders acquired the shares of FWONK offered and
sold by the Selling Stockholders in the Offering in January2017
in connection with the consummation of the Companys acquisition
of Delta Topco Limited (Delta Topco), the parent
company of Formula 1.
The material terms of the Offering are described in the
prospectus supplement, filed May19, 2017 (the
Prospectus) by the Company with the Securities
and Exchange Commission (the Commission) to
Rule424(b)under the Securities Act of 1933, as amended (the
Securities Act). The Offering is registered with
the Commission to a Registration Statement on FormS-3 (File
No.333-215858) filed with the Commission on February2, 2017.
The Underwriting Agreement contains customary representations,
warranties and agreements of the Company and the Selling
Stockholders, and customary conditions to closing, obligations of
the parties and termination provisions. The Company and the
Selling Stockholders have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act, and to contribute to payments the Underwriters
may be required to make because of any of those liabilities.
The Offering closed on May24, 2017. The net proceeds of the
Companys offer and sale of shares of FWONK in the Offering are
attributed to the Formula One Group. The Company expects to use
the net proceeds of its offer and sale of shares of FWONK in the
Offering to repay existing indebtedness of a wholly owned
subsidiary of Delta Topco and pay expenses related to the
Offering. The Selling Stockholders received all of the net
proceeds from the sale of their shares of FWONK in the Offering.
The Company did not receive any proceeds from the sale of shares
of FWONK on behalf of the Selling Stockholders in the Offering.
As more fully described under the caption Underwriting in the
Prospectus, certain of the Underwriters and their affiliates have
provided in the past to the Company and its affiliates and
certain of the Selling Stockholders, and may provide from time to
time in the future, certain commercial banking, financial
advisory, investment banking and other services to the Company
and its affiliates and certain of the Selling Stockholders in the
ordinary course of their business, for which they have received
and may continue to receive customary fees and commissions. In
addition, from time to time, certain of the Underwriters and
their affiliates, officers, directors and employees may purchase,
sell or hold a broad array of investments and actively trade
securities, derivatives, loans, commodities, currencies, credit
default swaps and other financial instruments for their own
account or the account of customers, and such investment and
trading activities may involve or relate to assets, securities
and/or instruments of the Company (directly, as collateral
securing other obligations or otherwise) and/or persons and
entities with relationships with the Company. The Underwriters
and their respective affiliates may also communicate independent
investment
recommendations, market color or trading ideas and/or publish
or express independent research views in respect of such
assets, securities or instruments and may at any time hold, or
recommend to clients that they should acquire, long and/or
short positions in such assets, securities and instruments.
The foregoing description and the description contained in the
Prospectus are incomplete and are qualified in their entirety
by reference to the full text of the Underwriting Agreement,
which is filed with this Form8-K as Exhibit1.1 and incorporated
in this Item 1.01 by reference.
Item 7.01. Regulation FD Disclosure.
On May19, 2017, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is
furnished with this Form8-K as Exhibit99.1 and incorporated
into this Item 7.01 by reference.
Additionally, on May24, 2017, the Company issued a press
release announcing the closing of the Offering. A copy of the
press release is furnished with this Form8-K as Exhibit99.2 and
incorporated into this Item 7.01 by reference.
This Item 7.01 and the press releases attached hereto as
Exhibit99.1 and Exhibit99.2 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.
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ExhibitNo. |
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Name |
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1.1 |
Underwriting Agreement, dated May18, 2017, by and among |
|
|
99.1 |
Press Release dated May19, 2017 |
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|
99.2 |
Press Release dated May24, 2017 |
LIBERTY MEDIA CORPORATION (NASDAQ:LMCK) Recent Trading Information
LIBERTY MEDIA CORPORATION (NASDAQ:LMCK) closed its last trading session up +0.70 at 31.67 with 1,409,115 shares trading hands.
