Filed by Sirius XM Holdings Inc. pursuant to
Rule 425 of the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Liberty Media Corporation
Commission File No.: 001-35707
Subject Company: Sirius XM Holdings Inc.
Commission File No.: 001-34295
Transcript of the Liberty Media Corporation and
Sirius XM Holdings Inc.
Joint Investor Call held on December 12, 2023
Unknown Operator
Greetings. Welcome to the Liberty Media and SiriusXM Joint Investor Conference
Call. At this time, all participants are in listen-only mode. A question and answer session will follow the formal presentation. If you
would like to ask a question, please press star, one, on your telephone keypad and a confirmation tone will indicate your line is in the
question queue. You may press star, two, if you would like to remove your question from the queue.
For participants using speaker equipment, it may be necessary to pick up
your handset before pressing the star keys. If anyone today should require operator assistance during the conference, please press star,
zero, on your telephone keypad. Please note, this conference is being recorded.
I'll now turn the conference over to Hooper Stevens, Senior Vice President
of Investor Relations and Finance. Mr. Stevens, you may begin.
Hooper Stevens
Senior Vice President of Investor Relations and Finance of Sirius XM
Holdings Inc. (“SiriusXM”)
Good morning. Shane and I would like to thank you for joining us. Welcome
to today's webcast where we will be discussing the transaction between Liberty Media and SiriusXM, to combine the Liberty SiriusXM tracking
stock group with SiriusXM to create a new public company. I would like to remind everyone that certain statements made during the call
might be forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995. These and all forward-looking
statements are based upon management's current beliefs and expectations and necessarily depend upon assumptions, data or methods that
may be incorrect or imprecise.
Such forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially. For more information about these risks and uncertainties, please view SiriusXM's
SEC filings. We advise listeners to not rely unduly on forward-looking statements and disclaim any intent or obligation to update them.
As you listen to today's call, we will also invite you to follow along with the corresponding investor presentation which can be found
in the presentation sections of both Liberty Media's and SiriusXM's investor relations websites.
On today's call, you'll hear from Greg Maffei, President and Chief Executive
Officer of Liberty Media and Chairman of the SiriusXM Board of Directors, and Jennifer Witz, Chief Executive Officer of SiriusXM. And
we have additional management representatives from Liberty and SiriusXM, if needed.
I'll now turn the call over to Greg.
Greg Maffei
President and Chief Executive Officer of Liberty Media Corporation (“Liberty
Media”) and Chairman of the SiriusXM Board of Directors
Good morning and thank you. Sorry. Some background noise there. Turning
to slide five, super excited to be announcing this deal today. Exciting transaction between Liberty and SIRI. Liberty first invested in
SIRI in 2009 and has worked alongside management across multiple evolutions in the business strategy. When we first invested, SIRI had
19 million subs and new vehicle penetration was 46%. Today--hold on. I apologize.
So sorry, continuing. The dogs needed to be quieted. New vehicle penetration
was 46%. Today, SIRI is the leading subscription business and has 34 million subs. Penetration is in the low 80s. And it continues to
deliver unique and growing content in and out of the car and innovate on next generation platforms. This has been an incredible investment
for Liberty. Our initial preferred stock of about $12,500, which had about, just over 40 percent interest in the company is now worth
nearly $13 billion.
We have made some such subsequent investments, but with repurchases and
dividends, Liberty has more than fully recouped our invested capital and still holds $16 billion of equity going for shareholders. Been
a great investment for all shareholders. The total return on SIRI since Liberty invested has been over 5,000%. And the business is extremely
well-positioned for future growth.
Let me turn you, if I could, to slide six. On today's transaction, we'll
rationalize the dual corporate structure between LSXM and SIRI and create a cleaner, simplified entity. We believe the company will be
better positioned going forward, with a future focus on the IR story based on the business rather than Liberty's ownership and what will
happen to it. We think there'll be many benefits created for shareholders on the slide outlined, including enhanced trading liquidity
and float, a reduced short interest, a broader investor base with greater liquidity in an asset-backed stock. We will eliminate the multi-class
structure. There will be one SIRI investment class, one SIRI stock class, going to provide greater strategic flexibility and independence.
We think there's an expanded chance of inclusion in any of the indices, and it addresses the discount to net asset value which has consumed
many of our discussions.
Let me turn you to slide seven if I could, for a quick review of the transaction.
Outlined in more detail in the appendix, but here I'm going to point out first this is a redemptive split of LSXM from Liberty to form
new SplitCo, new SIRI. SplitCo will acquire SiriusXM in an all stock transaction to form this new SIRI. And in the split off, LSXM shareholders
receive one share of new SIRI XM for every share of SiriusXM previously held, adjusted for the net liabilities we have at LSXM.
This will result in an exchange ratio estimated to be 8.4 shares of new
SiriusXM per share of LSXM, subject to some minor adjustments that will happen at close based on outstanding cash balances and debt balances,
etc. The estimate is based on the assumed net debt, as I said, as of Q2 '24 at LSXM, and note minus some various fees and expenses. The
SIRI minority shareholders will receive one share of new SIRI for each share of SIRI they hold today in the merger.
So new SiriusXM, as I said, will have one single class of shares with one
vote. This will be a tax free transaction. It is subject to some required approvals, including the majority vote of LSXM shareholders
and tax opinions from our respective counsels. And as we noted, we expect to close this transaction sometime early in the third quarter
of 2024.
So let me turn you, if I could, to slide eight. This outlines the simplified
ownership structure at new SiriusXM. We believe this should eliminate the market overhang and ambiguity regarding the long-term shareholder
relationship, and the former LSXM shareholders will own 81% of the combined company going forward and the former SIRI public shareholders
will own 19%. I'm looking forward to remaining invested personally and my continued involvement as Chairman of the Board of the new SIRI.
This simplified structure better positions SIRI for the future for management
and shareholders. We appreciate the work of management and the special committee in getting this deal done. I do look forward to a continued
partnership with Jennifer, and I’m going to turn it over to her to let you have a few more details about how well-positioned SIRI
is for the future and how well the business will do.
Jennifer Witz
Chief Executive Officer of SiriusXM
Thank you, Greg, and good morning, everyone. We're now on page nine. We
are very pleased to have reached this agreement and are excited about how it positions SiriusXM for the future. I want to spend a moment
just discussing how we got here and why we find this transaction compelling. After careful consideration, the special committee, working
with its independent advisors, determined that this transaction with Liberty Media is in the best interest of SiriusXM and its stockholders
and made a recommendation to the full SiriusXM Board of Directors which unanimously approved the transaction. In short, for SiriusXM,
as Greg mentioned, this transaction provides greater strategic flexibility, a broader potential investor base, additional trading liquidity
and float and an opportunity for more index inclusion, all of which we believe will help increase stockholder value.
This is an important time for SiriusXM, and one that will set the stage
for the next phase in our value creation story. And I want to touch on some of the key elements of our strategy to transform the company
for long-term growth. SiriusXM is the leader in audio entertainment in North America. We offer a differentiated service centered on our
human curated live and exclusive content, which has enabled us to build this leading position in and out of the car.
Our unique content portfolio is underpinned by our exclusive channels,
partnerships and personalities across music, news, talk, sports, entertainment and comedy. In music, we have exclusive artists and brand
channels that super serve our passionate listeners including The Beatles Channel, Life with John Mayer and TikTok Radio, complemented
by our homegrown music channels like Hits 1, Hip-Hop Nation and Octane, just to name a few. Beyond music, we continue to build out our
portfolio of content on SiriusXM and through broader podcast distribution, with leading hosts like Howard Stern, Conan O'Brien, Kevin
Hart, Megyn Kelly and our recently announced agreement with James Corden.
And lastly, we deliver consumers exceptional value as a one stop destination
for sports fans. No other audio provider offers as much live sports content as SiriusXM. You would need six subscription streaming video
services to get access to all the games SiriusXM offers. Beyond curating the best content in audio, SiriusXM benefits from a large subscriber
base with 34 million paid subscribers in the U.S., and very low churn. We have 155 million enabled vehicles on the road. We've made meaningful
progress in the continued rollout of our 360L platform. And we have an expanding EV footprint, including a new deal we announced with
Rivian last week.
Building on our differentiated content, we are debuting our next generation
streaming platform this week, with the launch of our new app. We are confident that this next generation platform will meet consumers'
demands for a more personalized, easy to use listening experience both in and out of the car. We're building a set of solutions geared
towards providing improved personalization and discovery in our products and in our marketing efforts. This new platform will serve as
a foundation for further product enhancements and integrations going forward that will drive customer acquisition, engagement and ultimately
retention, which all translate into future subscriber growth.
At SiriusXM, we are fortunate to have a loyal and engaged core audience
who are Gen X and older. They represent about 25% of the market and are a large and very affluent consumer group. While we are well penetrated
today in this segment, there is still room for growth here. We are incredibly focused on delivering a better user experience to appeal
to our target growth audience as well, a younger, more diverse demographic comprising an additional 25% of the market, and we see a significant
opportunity to improve penetration in this segment.
We've conducted a large amount of research around what this audience is
looking for, and what has held them back from subscribing to SiriusXM in the past, and we know that a compelling price point is critical.
We're launching a new $9.99 streaming only package to help capture demand across more listeners in more demographics. We also know that
they are looking for the type of differentiated content that SiriusXM has to offer. And our next generation platform and new streaming
product were designed with this group's needs for personalization and discovery in mind.
In addition to our robust subscription offering, SiriusXM today has a nearly
$2 billion advertising business that reaches 150 million listeners across SiriusXM, Pandora and our broader podcasts and off platform
ad network. We have invested significantly in advertising capabilities, creating a unique value proposition for advertisers to reach our
scaled and diverse listener base.
Core to this strategy is our streaming network that aggregates listeners
across our owned and operated properties, SiriusXM and Pandora, as well as a number of partner properties. We also have one of the largest
podcast networks
with more shows in the top 50 than any other company. All of this supports our ability to deliver durable results, including
our industry leading EBITDA margins, and we hope this transaction enhances the visibility of this trajectory to analysts and investors.
Turning to page 10. We are pleased to be entering into this transaction
from a position of financial strength. Underlying our strong financials is our solid balance sheet which enables SiriusXM to pursue our
growth initiatives, while rapidly deleveraging and returning capital to stockholders at the same time. In terms of our capital allocation
priorities, we expect to continue investing to drive long-term growth, including in our next generation platform with our first launch
coming this week, as well as our next fleet of satellites.
Although the transaction will result in elevated net debt levels for SiriusXM,
following the transaction, the company will be well-positioned to rapidly de-lever using free cash flow above and beyond our recurring
dividend to reduce debt. We expect to return to our target low to mid three times leverage range sometime between the middle and end of
2025. We do not expect any change to our existing dividend policy, and we anticipate de-emphasizing share repurchases, although we will
look to be opportunistic on this front, as we focus on achieving our deleveraging goals.
Turning to page 11, just before we open the call to Q&A, I want to
emphasize a few key points. We see this as a highly beneficial transaction for all shareholders. There is meaningful opportunity ahead
for SiriusXM as the leader in audio entertainment in North America as we leverage our next generation technology platform. We are delivering
strong financial results while simultaneously investing in our future as we enter this next phase of value creation. And finally, our
strong free cash flow generation abilities have been a cornerstone of our value proposition, and we are well-positioned to rapidly de-lever
and deliver returns to our stockholders.
I'm thankful for our strong partnership with Liberty all these years and
I look forward to continuing to work closely with Greg in his role of Chair of the Board, and I appreciate the work the special committee
has done in getting us to this transaction. And I'll now turn the call back over to the operator so we can begin the Q&A portion of
today's call.
Unknown Operator
Thank you. If you'd like to ask a question at this time, please press star,
one, from your telephone keypad and a confirmation tone will indicate your line is in the question queue. You may press star, two, if
you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset
before pressing the star keys.
So that we may address questions for as many participants as possible,
we ask you to please limit yourself to one question. If you have additional questions, you may requeue and, time permitting, those questions
will be addressed. Thank you, and our first question today is from the line of Vijay Jayant with Evercore ISI. Please proceed with your
question.
Unknown Analyst
Thank you. This is Ashton on the line for Vijay. I guess historically,
SIRI has run its leverage at the lower end of the low to mid three target range. Should we expect you guys to get back to this range before
you start buying back stock?
Jennifer Witz
So I'd say--
Greg Maffei
Go ahead, Jennifer.
Jennifer Witz
So Ashton, I'd say that we are very focused on the low to mid three times
leverage ratio, and we're sticking to that. And the reason for the range of mid to late '25 is that we do want to be opportunistic on
share repurchases. But other than that, we are very focused on the long-term leverage ratio that we've stated for the company.
Greg Maffei
Yeah, if I could just add to Jennifer. SiriusXM has the free cash flow
capabilities to handle this leverage. We have a target to get down to three and a half to low threes. And we can get there in a meaningfully
quick timeframe and still achieve, I think, some share repurchases if we see opportunities, just as she said, because it's the free cash
flow capabilities are so strong here.
Unknown Analyst
Thank you.
Operator
Our next question comes from the line of Steven Cahill with Wells Fargo.
Please proceed with your questions.
Steven Cahill
Wells Fargo
Thank you. A few for me, maybe first just Jennifer, you talked about the
investments in NextGen, as well as satellites. I was wondering if you have any discretion over the cash flow profile, the CapEx for the
satellite build as you manage through this period of debt reduction with a little bit of opportunistic share repurchase? And then additionally,
I think the initial proposal might have included a cash dividend payment to SIRI shareholders; just curious if there's any context on
why the Board ultimately decided for, I think, a bigger equity stake rather than the cash portion? And then finally, apologize, there's
a lot of complexity in here, I just see that the share count is going to come down by a little bit through this transaction. Can you just
help us understand where kind of those diluted shares go in that? Thank you.
Greg Maffei
Jennifer, you want to handle one and I'll handle the back half?
Jennifer Witz
Sure. Yeah. So I would say, Steven, we don't have a lot of discretion around
the satellite CapEx. Our forecasts are built out, which we've provided some external guidance on the CapEx that we would expect over the
next several years on that front. And that's really guided based on milestones and contractual payments. But we do have a material reduction
and expect to be at or near zero in satellite CapEx in 2028, and probably run at that level for several years after that.
Greg Maffei
So as far as the changing of the transaction, I will let Jennifer add as
well. I think there was a consensus that a transaction which brought less debt, that had a share repurchase at attractive prices for SiriusXM,
and was able to execute more quickly as this transaction will, compared to the cash dividend transaction, was more attractive. And the
fact that there will be the share repurchase, effectively. Retirement of those shares to offset the debt at SiriusXM means that results
in a lower share count at SiriusXM.
Steven Cahill
Thank you.
Jennifer Witz
Yeah. I agree on that, that we're pleased that the leverage is lower than
it might have been, and that the share count is lower.
Unknown Operator
Thank you. Our next question is from the line of Steven Laszczyk with Goldman
Sachs. Please proceed with your questions.
Stephen Laszczyk
Goldman Sachs
Hey. Great. Thank you. Maybe two questions. First, for Greg, could you
remind us what regulatory approvals, if any, are needed to complete this deal and how we should expect to see those play out from our
end over the next couple of quarters? And then maybe just a follow up on share repurchases. Jennifer, once you hit your your leverage
target of low to mid threes towards the tail end of 2025, how do you think about ramping capital returns post that? Share repurchases
have been a big part of the SiriusXM story in the past. I'm curious if that would be your preferred way or if you think the dividend could
play a larger component of that over the long-term? Thank you.
Greg Maffei
Stephen, thanks. I'll touch on the approvals. I think we'll need HSR, which
we think is relatively pro forma. We'll need FCC approval for the transfer of the licenses; also relatively pro forma. And then there
will be no vote of the SIRI shareholders, but there will be a vote of the LSXM shareholders, so we'll need a proxy to get through the
SEC and that's probably the longest item to get done.
Jennifer Witz
Okay. And just in terms of future state share repurchases, we want to be
opportunistic. I don't know that we can say specifically what we're going to do after the end of '25, but we've always had a mix of dividends
and share repurchases, and so I would expect us to have that going forward. And just the nature of that mix will depend on a lot of factors
going into '26, market conditions and where we are in our overall capital structure.
We don't have any maturities until 2026. So we are really well positioned
in terms of our overall capital structure, but again, we'll be opportunistic on overall capital returns. And as Greg has highlighted,
we have very strong free cash flow to enable that and continue that going forward.
Stephen Laszczyk
Okay. Thank you.
Unknown Operator
Our next question is from the line of Sebastiano Petti with J.P. Morgan.
Please proceed with your questions.
Sebastiano Petti
J.P. Morgan
Hi. Thanks for taking the question. Just sticking with free cash flow for
a moment, I think, Jennifer, there is some just overall questions about the bridge for, on a fundamental basis 2023 into 2024, as it pertains
to the satellite CapEx, as well as other overall investments within the business. So maybe if you could perhaps provide us with a color
on how investors should be thinking about the bridge there on a fundamental basis, pre-deal. Thank you.
Jennifer Witz
Yeah. So Sebastiano, we haven't provided guidance yet for '24, so we'll
have a lot more detail on that as we go into our year-end call. But in general, we expect going into next year to continue our investments
in our next generation platform. We're launching new streaming apps this week, as we've discussed, but we do continue to roll through
our other aspects of our platform next year with the in car (inaudible) and the in car subscriber base migrating over to the new platform
in the middle of next year. And we would expect to, or at least targeting at this stage, to migrate Pandora over to the new platform towards
the end of next year.
So there'll be some continued investments in non-satellite CapEx there
to support those efforts. And that, again, positions us really well to continue to iterate and innovate on our product set throughout
next year and going into '25. And also, it helps us drive more efficiencies out of the business as all our products are on one platform.
And then of course, as we've discussed on the satellite CapEx side, we have these elevated levels of satellite CapEx this year and next
year, and then that starts to significantly reduce as we go into 2025. So again, we'll provide more detail on that, including the various
other metrics that we typically provide guidance for in our year-end call.
Sebastiano Petti
One quick follow up. On the committed financing of $1.1 billion, can you
comment on what does that look like, and will that ultimately be secured or unsecured? Thank you.
Jennifer Witz
Yeah, I don't think we're sharing any real details on that yet, but we
feel very comfortable about the committed financing, and also the alternatives that we're going to have between now and close, which,
of course, will depend on market conditions that exist at the time, but we do have the committed financing in place. And again, we feel
like there are going to be other opportunities as well, if we need them.
Sebastiano Petti
Great. Thank you. Congrats.
Unknown Operator
Our next question is from the line of Jason Bazinet with Citi. Please proceed
with your question.
Jason Bazinet
Citigroup
I just had a simple question as it relates to the terms of this agreement.
Should investors think of those terms as fixed even if SIRI stock price or LSXMA moves around a lot? Are there provisions in the agreement
to change those terms, if there are changes to the underlying share prices?
Greg Maffei
No, Jason, the terms are fixed. The really only variables will be what
is the closing net debt for LSXM as the transaction closes with amount of debt—and that’s a very small range.
Unknown Operator
Thank you. Our next question comes from the line of Cameron Mansson-Perrone
with Morgan Stanley. Please proceed with your question.
Cameron Mansson-Perrone
Morgan Stanley
Thank you, two, if I can. One quick one, just on the expected time to deal
close, what's the confidence interval there or is there a range in terms of how quickly? It sounded like the LSXM shareholder vote will
be the kind of
constraining factor, but any kind of range of outcomes or is the 3Q pretty set in stone in terms of next year? And then,
Greg, from a high level, it's been a kind of a long and winding road. Why was this transaction or the form of this transaction, why was
this the best course of action for Liberty, ultimately? Thanks, guys.
Greg Maffei
I think the Q3 is a very realistic timeframe. We have high confidence in
achieving the LSXM vote because the majority of the Board and the votes are supporting this. The long timeframe is really just how fast
we can get through the SEC who is quite busy right these days. Why is it the best result, I think, enormous success to cap off a great
deal and bring our shareholders directly into SIRI at a one for one. I think it's a great result for our shareholders and it's a great
result for SIRI. I think it shows that our tracking stock structure ultimately does work. And while it has been a long and winding road,
as you note, it's one that ultimately achieved a very excellent outcome both for LSXM shareholders and SIRI shareholders in our mind.
Cameron Mansson-Perrone
Got it. Thanks, guys.
Unknown Operator
Thank you. The next question comes from the line of David Joyce with Seaport
Research Partners. Please proceed with your questions.
David Joyce
Seaport Research Partners
Thank you. On the OpEx front, given you still have some of the technology
re-platforming ahead, is that risk still going to remain kind of elevated for the next couple quarters? And how does the volume of marketing
play into that? Are there any other areas where you're cutting back on costs? I know you want to be marketing the new streaming service,
but how should we think about that trajectory over the next few quarters on the cost side? Thanks.
Jennifer Witz
Sure. So on the technology side, we would expect that the continuing investment
or platform would impact both OpEx and CapEx. And as you note, on the marketing side, we will be ramping up marketing efforts in support
of the launch going into next year. And we've been able to offset a lot of those investments with ongoing cost efficiencies in the business,
we talked about $40 million in net cost reduction being the quarterly amount in Q3, and we would expect that to be a run rate number going
forward, and we continue to look for more efficiencies in the business.
Clearly, the the easier ones are faster to get done. And now, it requires
a bit more investment upfront to have more automation throughout the business. But there are areas within marketing, certainly within
our call center operations and other aspects of the business, where we continue to look for and find efficiencies and we would expect
to be very diligent in that as we move into and through next year.
David Joyce
Thank you.
Unknown Operator
Thank you. Our next and final question comes from the line of Barton Crockett
with Rosenblatt Securities. Please proceed with your questions.
Barton Crockett
Rosenblatt Securities
Okay. Great. Thanks for getting me in. I wanted to, Greg, ask you about
what got Liberty to the place of believing that this transaction, which appears to not really have value for the control premium, you're
not really getting a control premium, it appears to me, correct me if I'm wrong. What got you to the place of believing that that was
appropriate for Liberty in this circumstance? And how do you think about that as a precedent for other circumstances where you've got
a stock with a meaningful equity position, such as Charter? I mean, is this a precedent and how do we get comfortable that no control
premium seems to be the right answer here?
Greg Maffei
Well, I think, Barton, this was a heavily negotiated transaction. There
was a working precedent, but there's also probably--I can't speak for all the considerations that the special committee had and with whom
we negotiated lengthily and with vigor, but I suspect they were looking at arguing at the discount or arguing that the premium wasn't
worth it. I can't put my headset in all of their considerations, but I assume that was part of their calculus, and this is where we got
to.
One of the things that's, you know Barton, when you own 83.5% of the company,
which is what we did and what we do until the transaction closes, it has so little impact on the ratio, because if you get a premium,
you lose 83.5% of it. If you accept a discount, you gain 83.5% of it. So everything naturally gravitated in this transaction toward one-to-one.
It’s just the math because everything--$100 million premium ends up only being a $17 million premium. All of it just comes back.
So I think that's part of also what led to the one-to-one.
As part of the precedent, I think each of these transactions--there are
a lot of precedents out there about how these things get done, but each of these transactions does have stand-alone facts and circumstances
and you'll have an independent committee on the other side, I suspect, if we ever try and negotiate another one of these, as we have in
the past, we'll look at their facts and circumstances and argue their case as effectively as possible as we will. I'm very happy with
the result and I hope our shareholders are too.
Barton Crockett
Okay. Thank you.
Hooper Stevens
Thanks, everybody, for joining us today. We look forward to continuing
the conversation in the coming days and weeks. Take care.
Cautionary Note Regarding 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 completion of the proposed split-off from Liberty Media of the Liberty SiriusXM tracking stock group (NASDAQ:
LSXMA, LSXMB and LSXMK) (collectively “LSXM”), and its combination with SiriusXM to create a new public company (“New
Sirius” or “SplitCo”) (the proposed split-off and combination, collectively, the Transactions”),
the proposed trading of New SiriusXM common stock and other matters related to the proposed 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, but not limited to: historical financial information may not be representative of future results; there may be
significant transaction costs and integration costs in connection with the proposed transaction (including significant tax liability);
the parties may not realize the potential benefits of the proposed Transactions in the near term or at all; an active trading market for
New Sirius common stock may not develop; the uncertainty of the market value of the New Sirius common stock; the satisfaction of all conditions
to the proposed transaction; the proposed transaction may not be consummated; Liberty Media and SiriusXM may need to use resources that
are needed in other parts of its business to do so; there may be liabilities that are not known, probable
or estimable at this time; the
proposed transaction may result in the diversion of management’s time and attention to issues relating to the proposed transaction
and integration; unfavorable outcome of legal proceedings that may be instituted against Liberty Media and/or SiriusXM following the announcement
of the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction;
risks inherent to the business may result in additional strategic and operational risks, which may impact Liberty Media, New Sirius and/or
SiriusXM’s risk profiles, which each company may not be able to mitigate effectively; and other risks and uncertainties detailed
in periodic reports that Liberty Media and SiriusXM file with the SEC. These forward-looking statements speak only as of the date of this
communication, and Liberty Media and SiriusXM 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 SiriusXM’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 SiriusXM, including 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 SiriusXM subsequently file with the SEC, for additional information
about Liberty Media and SiriusXM and about the risks and uncertainties related to Liberty Media’s and SiriusXM’s businesses
which may affect the statements made in this communication.
Additional Information
Nothing in this communication shall constitute
a solicitation to buy or an offer to sell shares of common stock of Liberty Media, SiriusXM or New Sirius. The proposed offer and issuance
of shares of New Sirius common stock in the proposed transactions will be made only pursuant to an effective registration statement on
Form S-4, including a proxy statement of Liberty Media, prospectus of New Sirius, and information statement of SiriusXM. LIBERTY MEDIA
AND SIRIUSXM STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT WHEN IT IS AVAILABLE, TOGETHER WITH ALL RELEVANT
SEC FILINGS REGARDING THE PROPOSED TRANSACTION, AND ANY OTHER RELEVANT DOCUMENTS FILED AS EXHIBITS THEREWITH, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. After the registration
statement is declared effective, the proxy statement/prospectus/ information statement and other relevant materials for the proposed transaction
will be mailed to all Liberty Media and SiriusXM stockholders. Copies of these SEC filings will be 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 will also be 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 10021, Attention:
Investor Relations, (212) 584-5100.
Participants in a Solicitation
Liberty Media anticipates that the following
individuals will be participants (the “Liberty Media Participants”) in the solicitation of proxies from holders of
Liberty Media’s LSXMA and LSXMB common stock in connection with the proposed transaction: John C. Malone, Chairman of the Liberty
Board, Robert R. Bennett, Derek Chang, Brian M. Deevy, M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell, and Andrea L. Wong, all
of whom are members of the Liberty Board, Gregory B. Maffei, Liberty Media’s President, Chief Executive Officer and Director, and
Brian J. Wendling, Liberty Media’s Chief Accounting Officer and Principal Financial Officer. Information regarding the Liberty Media
Participants, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the
caption “Security Ownership of Certain Beneficial Owners and Management—Pro Forma Security Ownership of Management of Liberty
Media Following the Reclassification” contained in Liberty Media’s registration statement on Form S-4 (the “S-4”),
which was filed with the SEC on June 8, 2023 and is available at: https://www.sec.gov/Archives/edgar/data/1560385/000110465923069028/tm2232384-33_s4a.htm.
To the extent that certain Liberty Media Participants or their affiliates have acquired or disposed of security holdings since the “as
of” date disclosed in the S-4, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4 or
amendments to beneficial ownership reports on Schedules 13D filed with the SEC, which are available at: https://www.sec.gov/edgar/browse/?CIK=1560385&owner=exclude.
Additional information regarding the Liberty Media Participants in the proxy solicitation and a description of their interests will be
contained in the proxy statement for Liberty Media’s special meeting of stockholders and other relevant materials to be filed with
the SEC
in respect of the contemplated transactions when they become available. These documents can be obtained free of charge from the
sources indicated above.
SiriusXM anticipates that the following
individuals will be participants (the “SiriusXM Participants”) in the solicitation of proxies from holders of Liberty
Media’s LSXMA and LSXMB common stock in connection with the proposed transaction Gregory B. Maffei, Chairman of the SiriusXM Board
of Directors, David A. Blau, Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Evan D. Malone, James E. Meyer, Jonelle Procope,
Michael Rapino, Kristina M. Salen, Carl E. Vogel and David Zaslav, all of whom are members of SiriusXM’s Board of Directors, Jennifer
Witz, SiriusXM’s Chief Executive Officer and Director and Thomas D. Barry, SiriusXM’s Chief Financial Officer. Information
regarding the SiriusXM Participants, including a description of their direct or indirect interests, by security holdings or otherwise,
can be found under the caption “Stock Ownership” contained in Sirius XM’s definitive proxy statement for its 2023 annual
meeting of stockholders (the “2023 Proxy Statement”), which was filed with the SEC on April 21, 2023 and is available
at: https://www.sec.gov/ix?doc=/Archives/edgar/data/908937/000093041323001281/c105679_def14a-ixbrl.htm. To the extent that certain SiriusXM
Participants or their affiliates have acquired or disposed of security holdings since the “as of” date disclosed in the 2023
Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4, which are available
at: https://www.sec.gov/edgar/browse/?CIK=908937&owner=exclude. Additional information regarding certain of the SiriusXM Participants
in the proxy solicitation and a description of their interests will be contained in the information statement and other relevant materials
to be filed with the SEC in respect of the contemplated transactions when they become available. These documents can be obtained free
of charge from the sources indicated above.
Sirius XM (NASDAQ:SIRI)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Sirius XM (NASDAQ:SIRI)
Historical Stock Chart
Von Mai 2023 bis Mai 2024