Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA,
LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings
Inc. (Nasdaq: SIRI) (“Sirius XM”) announced today that, assuming
the requisite conditions to the previously announced redemptive
split-off (the “Split-Off”) of Liberty Sirius XM Holdings Inc.
(“New Sirius”) are satisfied or waived, as applicable, at 4:05
p.m., New York City time, on September 9, 2024, Liberty Media will
redeem each outstanding share of Series A Liberty SiriusXM common
stock (“LSXMA”), Series B Liberty SiriusXM common stock (“LSXMB”)
and Series C Liberty SiriusXM common stock (“LSXMK”, and together
with LSXMA and LSXMB, the “Liberty SiriusXM common stock”) in
exchange for 0.8375 of a share of common stock of New Sirius, with
cash paid in lieu of any fractional shares. Upon the Split-Off, New
Sirius will be the owner of all of the businesses, assets and
liabilities previously attributed to the Liberty SiriusXM
Group.
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Following the Split-Off at 6:00 p.m., New York City time, on
September 9, 2024, a wholly owned subsidiary of New Sirius will
merge with Sirius XM (the “Merger”), and Sirius XM stockholders
(other than New Sirius and its subsidiaries) will receive one-tenth
(0.1) of a share of New Sirius common stock, with cash paid in lieu
of any fractional shares. The Split-Off and the Merger will create
a new public company which will continue to operate under the
Sirius XM name and brand. The shares of New Sirius common stock
will be listed on the Nasdaq Stock Market under the ticker symbol
“SIRI” and will begin trading on the Nasdaq Stock Market on
September 10, 2024.
Liberty Media and Sirius XM expect that New Sirius will have
approximately 339.1 million shares of New Sirius common stock
outstanding immediately following the consummation of the Split-Off
and Merger, of which former holders of Liberty SiriusXM common
stock are expected to own approximately 81% of New Sirius and
former Sirius XM minority stockholders are expected to own the
remaining 19% of New Sirius.
Forward-Looking Statements
This communication includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including certain statements relating to the Split-Off and
the Merger (collectively, the “Transactions”) and their proposed
timing and other matters related to the Transactions. All
statements other than statements of historical fact are
“forward-looking statements” for purposes of federal and state
securities laws. These forward-looking statements generally can be
identified by phrases such as “possible,” “potential,” “intends” or
“expects” or other words or phrases of similar import or future or
conditional verbs such as “will,” “may,” “might,” “should,”
“would,” “could,” or similar variations. These forward-looking
statements involve many risks and uncertainties that could cause
actual results and the timing of events to differ materially from
those expressed or implied by such statements, including, without
limitation, the satisfaction of conditions to the Transactions.
These forward-looking statements speak only as of the date of this
communication, and Liberty Media and Sirius XM expressly disclaim
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to
reflect any change in Liberty Media’s or Sirius XM’s expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Please refer to
the publicly filed documents of Liberty Media and Sirius XM,
including Liberty Media’s definitive proxy statement materials for
the special meeting, Sirius XM’s information statement and their
most recent Forms 10-K and 10-Q, as such risk factors may be
amended, supplemented or superseded from time to time by other
reports Liberty Media or Sirius XM subsequently file with the SEC,
for additional information about Liberty Media, Sirius XM and about
the risks and uncertainties related to Liberty Media’s and Sirius
XM’s businesses which may affect the statements made in this
communication.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of common stock of Liberty Media,
Sirius XM or New Sirius. The proposed offer and issuance of shares
of New Sirius common stock in the Transactions will be made only
pursuant to New Sirius’ effective registration statement on Form
S-4, which includes a prospectus of New Sirius. Liberty Media and
Sirius XM stockholders and other investors are urged to read the
registration statement, Liberty Media’s definitive proxy statement
materials for the special meeting and Sirius XM’s information
statement, together with all relevant SEC filings regarding the
Transactions, and any other relevant documents filed as exhibits
therewith, as well as any amendments or supplements to those
documents, because they contain important information about the
Transactions. The prospectus/proxy statement/information statement
and other relevant materials for the proposed Transactions have
previously been provided to all LSXMA, LSXMB and Sirius XM
stockholders. Copies of these SEC filings are available, free of
charge, at the SEC's website (http://www.sec.gov). Copies of the
filings together with the materials incorporated by reference
therein are available, without charge, by directing a request to
Liberty Media Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations, Telephone: (877)
772-1518 or Sirius XM Holdings Inc., 1221 Avenue of the Americas,
35th Floor, New York, New York 10020, Attention: Investor
Relations, (212) 584-5100.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests in a broad
range of media, communications, sports and entertainment
businesses. Those businesses are attributed to three tracking stock
groups: the Liberty SiriusXM Group, the Formula One Group and the
Liberty Live Group. The businesses and assets attributed to the
Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include
Liberty Media’s interest in Sirius XM. The businesses and assets
attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include
Liberty Media’s subsidiaries Formula 1 and Quint, and other
minority investments. The businesses and assets attributed to the
Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s
interest in Live Nation and other minority investments.
About Sirius XM Holdings Inc.
Sirius XM is the leading audio entertainment company in North
America with a portfolio of audio businesses including its flagship
subscription entertainment service SiriusXM; the ad-supported and
premium music streaming services of Pandora; an expansive podcast
network; and a suite of business and advertising solutions.
Reaching a combined monthly audience of approximately 150 million
listeners, Sirius XM offers a broad range of content for listeners
everywhere they tune in with a diverse mix of live, on-demand, and
curated programming across music, talk, news, and sports. For more
about Sirius XM, please go to: www.siriusxm.com.
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Contact for Liberty Media
Corporation
Shane Kleinstein, 720-875-5432
Contacts for Sirius XM
Hooper Stevens 212-901-6718 hooper.stevens@siriusxm.com
Natalie Candela 212-901-6672 natalie.candela@siriusxm.com
Maggie Mitchell Maggie.mitchell@siriusxm.com
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