LIBERTY MEDIA CORPORATION (NASDAQ:LMCK) Files An 8-K Results of Operations and Financial ConditionItem 2.02.Results of Operations and Financial Condition.
On January22, 2018, Liberty Media Corporation (“Liberty”) announced that it intends to launch a process to refinance (the “Refinancing”) the $3,302 million term loan under the syndicated first lien facilities agreement executed by certain subsidiaries of Delta Topco Limited. In advance of meetings to be held with lenders regarding the Refinancing (the “Lenders”), Liberty is providing the following information regarding the results of operations and financial condition of its Formula 1 business for the year ended December31, 2017:
· Formula 1 revenue for the year ended December31, 2017 is expected to be down approximately 1% as compared to the prior year period.
Full financial statements for this period will be filed on or before March1, 2018, and prior to such time Liberty will not provide any additional details or commentary regarding the foregoing.
This Item 2.02, insofar as it discloses historical information regarding Liberty’s results of operations or financial condition for the year ended December31, 2017, is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
Item 7.01. Regulation FD.
In addition, Liberty is also providing revised expectations regarding certain Formula 1 tax considerations in advance of meetings with Lenders regarding the Refinancing. Liberty had previously estimated that future cash taxes for Formula 1 would be at a low double digit percentage of U.K. EBITDA. Liberty is now expecting a mid- to high-single-digit effective cash tax rate on U.K. EBITDA for its Formula 1 business, due to the cumulative impact of changes in U.K. tax law, conclusions reached by Her Majesty’s Revenue and Customs regarding the future treatment under U.K. tax law of certain historic transactions and the effects of a Formula 1 corporate restructuring in the fourth quarter of 2017.
This Item 7.01 and the press release attached hereto as Exhibit99.1 are being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
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Cautionary Statements Relating to Preliminary Estimates or Expectations
The information provided in Item 2.02 of this Current Report on Form8-K reflects Liberty’s preliminary estimate or expectation of certain unaudited annual results of its Formula 1 business as of and for the twelve month period ended December31, 2017. Such estimates or expectations are made only as of the date of this Current Report on Form8-K, are not final results and are subject to change. Liberty has not completed its normal quarterly and annual review procedures for the three and twelve month periods ended December31, 2017. KPMG LLP, Liberty’s auditors, have not examined or performed any procedures with respect to the financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. There can be no assurance that the final results for these periods will not differ from these estimates or expectations. Any such differences could be material. These estimates or expectations should not be viewed as a substitute for full financial statements prepared in accordance with generally accepted accounting principles, or “GAAP”. In addition, these preliminary results of operations are not necessarily indicative of the results to be achieved for any future period.
Forward-Looking Statements
This Current Report on Form8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the expected results of operations and financial performance of Liberty’s Formula 1 business for the year ended December31, 2017 and certain tax matters relating to the Formula 1 business.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, the