0001560385
false
0001560385
2023-09-05
2023-09-05
0001560385
lmca:LibertySiriusXmGroupCommonClassAMember
2023-09-05
2023-09-05
0001560385
lmca:LibertySiriusXmGroupCommonClassBMember
2023-09-05
2023-09-05
0001560385
lmca:LibertySiriusXmGroupCommonClassCMember
2023-09-05
2023-09-05
0001560385
lmca:LibertyFormulaOneGroupCommonClassAMember
2023-09-05
2023-09-05
0001560385
lmca:LibertyFormulaOneGroupCommonClassCMember
2023-09-05
2023-09-05
0001560385
lmca:LibertyLiveGroupCommonClassAMember
2023-09-05
2023-09-05
0001560385
lmca:LibertyLiveGroupCommonClassCMember
2023-09-05
2023-09-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(date of earliest event reported): September 5,
2023
LIBERTY
MEDIA CORPORATION
(Exact name
of registrant as specified in its charter)
Delaware | |
001-35707 | |
37-1699499 |
(State or other
jurisdiction of incorporation ) | |
(Commission File Number) | |
(IRS Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices
and zip code)
Registrant's telephone number, including
area code: (720) 875-5400
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol |
Name
of each exchange on which registered |
Series A Liberty SiriusXM Common Stock |
LSXMA |
The Nasdaq Stock Market LLC |
Series B Liberty SiriusXM Common Stock |
LSXMB |
The Nasdaq Stock Market LLC |
Series C Liberty SiriusXM Common Stock |
LSXMK |
The Nasdaq Stock Market LLC |
Series A Liberty Formula One Common Stock |
FWONA |
The Nasdaq Stock Market LLC |
Series C Liberty Formula One Common Stock |
FWONK |
The Nasdaq Stock Market LLC |
Series A Liberty Live Common Stock |
LLYVA |
The Nasdaq Stock Market LLC |
Series C Liberty Live Common Stock |
LLYVK |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On September 5, 2023, LMC LYV, LLC, a wholly-owned
subsidiary of Liberty Media Corporation (the “Company”), amended its margin loan agreement secured by shares of Live Nation
Entertainment, Inc. (“Live Nation”) common stock to, among other things, extend the maturity date to September 9,
2026. The number of shares of Live Nation common stock beneficially owned by the Company and pledged as collateral to secure obligations
under such margin loan agreement remain unchanged. The margin loan remains undrawn with $400 million available for borrowing.
On September 5, 2023, the Company announced
the proposed offering of up to $1,035 million aggregate original principal amount of Exchangeable Senior Debentures (the “Debentures”)
pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company expects to use the net proceeds from the proposed
offering, together with existing cash on hand attributed to the Liberty Live Group, to make repurchases of its 0.5% Exchangeable Senior
Debentures due 2050 pursuant to individually privately negotiated transactions, to settle exchanges of, or to redeem, its 0.5% Exchangeable
Senior Debentures due 2050 in accordance with the terms of the indenture governing such debentures and for general corporate purposes.
The 0.5% Exchangeable Senior Debentures due 2050 may be redeemed by the Company, in whole or in part, on or after September 1, 2024 and holders
of such debentures also have the right to require the Company to purchase such debentures on September 1, 2024.
This Current Report on Form 8-K and the press
release regarding the launch of the offering attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission
under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed”
for any purpose.
Forward-Looking Statements
This Current Report on Form 8-K,
including the exhibits attached hereto, includes certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements relating to the intended launch of a private offering of Debentures, the size of the offering,
the use of proceeds therefrom, the expected repurchase of existing indebtedness and the sources of funds therefor. 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 to differ materially from those expressed or implied by such statements,
including, without limitation, general market conditions. These forward-looking statements speak only as of the date of this Current Report
on Form 8-K, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company’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 the Company, including Amendment
No. 5 to Liberty Media’s Registration Statement on Form S-4 filed on June 8, 2023 and its most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q, for additional information about the Company and about the risks and uncertainties
related to the Company’s business which may affect the statements made in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September 5, 2023
|
LIBERTY MEDIA CORPORATION |
|
|
|
By: |
/s/ Wade D. Haufschild |
|
Name: |
Wade D. Haufschild |
|
Title: |
Senior Vice President |
Exhibit 99.1
September 5, 2023
Liberty Media Corporation Proposes Private Offering of Exchangeable
Senior Debentures
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Media
Corporation (“Liberty”) (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that it intends to offer
$900 million aggregate original principal amount of exchangeable senior debentures (the “Debentures”) in a private offering.
Liberty also expects to grant the initial purchasers of the Debentures an option to purchase up to an additional $135 million aggregate
original principal amount of Debentures.
Upon an exchange of Debentures, Liberty may, at
its option, deliver shares of Live Nation Entertainment, Inc. (“Live Nation”) common stock, the value thereof in cash,
or a combination of shares of Live Nation common stock and cash. The Debentures, as well as the associated cash proceeds, will be attributed
to the Liberty Live Group tracking stock.
The Debentures will be senior, unsecured obligations
of Liberty, and interest will be payable quarterly, in arrears. The interest rate, initial exchange rate and other terms of the Debentures
will be determined at the time of pricing of the offering.
Liberty expects to use the net proceeds of the
offering, together with existing cash on hand attributed to the Liberty Live Group tracking stock, to make repurchases of its 0.5% Exchangeable
Senior Debentures due 2050 pursuant to individually privately negotiated transactions, to settle exchanges of, or to redeem, its 0.5%
Exchangeable Senior Debentures due 2050 in accordance with the terms of the indenture governing such debentures and for general corporate
purposes. As of June 30, 2023, there was $920 million aggregate adjusted principal amount of 0.5% Exchangeable Debentures due 2050
outstanding. The 0.5% Exchangeable Senior Debentures due 2050 may be redeemed by Liberty, in whole or in part, on or after September 1,
2024 and holders of such debentures also have the right to require Liberty to purchase such debentures on September 1, 2024.
The offering of the Debentures will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered,
may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. The Debentures will be offered by means of an offering memorandum
solely to “Qualified Institutional Buyers” pursuant to, and as that term is defined in, Rule 144A of the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Debentures nor shall there be any sale
of Debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of such state.
Forward-Looking Statements
This
press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the intended launch of a private offering of Debentures, the size of the offering and the use of proceeds
therefrom. 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 to differ
materially from those expressed or implied by such statements, including, without limitation, general market conditions. These forward-looking
statements speak only as of the date of this press release, and Liberty expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty’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, including its Registration Statement on Form S-4 (File No. 333-268921), as amended, and its most
recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information about Liberty and about the
risks and uncertainties related to Liberty’s business which may affect the statements made in this press release.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests
in a broad range of media, communications 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’s interest in SiriusXM. The businesses and assets attributed to the Formula
One Group (NASDAQ: FWONA, FWONK) include Liberty’s subsidiary Formula 1 and other minority investments. The businesses and assets
attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty’s interest in Live Nation and other minority investments.
Liberty Media Corporation
Shane Kleinstein, 720-875-5432
Source: Liberty Media Corporation
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=lmca_LibertySiriusXmGroupCommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=lmca_LibertySiriusXmGroupCommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=lmca_LibertySiriusXmGroupCommonClassCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=lmca_LibertyLiveGroupCommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=lmca_LibertyLiveGroupCommonClassCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Liberty Media (NASDAQ:LSXMK)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Liberty Media (NASDAQ:LSXMK)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024