21/08/2024 | Press release | Distributed by Public on 22/08/2024 04:11
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Per Share
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Total
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Public offering price
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| | | $ | 77.500 | | | | | $ | 825,375,000 | | |
Underwriting discounts and commissions
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| | | $ | 0.808 | | | | | $ | 8,605,200 | | |
Proceeds to us (before expenses)
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| | | $ | 76.692 | | | | | $ | 816,769,800 | | |
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Page
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ABOUT THIS PROSPECTUS
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| | | | ii | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | ii | | |
INCORPORATION BY REFERENCE
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| | | | iii | | |
TRADE NAMES, TRADEMARKS AND SERVICE MARKS
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| | | | iv | | |
SUMMARY
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| | | | 1 | | |
RISK FACTORS
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| | | | 7 | | |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
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| | | | 9 | | |
USE OF PROCEEDS
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| | | | 12 | | |
CAPITALIZATION
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| | | | 13 | | |
UNDERWRITING
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| | | | 14 | | |
LEGAL MATTERS
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| | | | 24 | | |
EXPERTS
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| | | | 24 | | |
| Issuer | | | Liberty Media Corporation, a Delaware corporation | |
| Shares of FWONK Offered by Us | | | 10,650,000 shares of our Series C Liberty Formula One common stock, par value $0.01 per share (Series C Liberty Formula One common stock or FWONK) (or 12,247,500 shares of FWONK if the underwriter's option to purchase 1,597,500 additional shares of FWONK is exercised in full). | |
| Shares of FWONK to be Outstanding Immediately Following This Offering | | | 220,459,867 shares of FWONK (or 222,057,367 shares of FWONK if the underwriter's option to purchase additional shares of FWONK is exercised in full). | |
| Shares of FWONA and FWONB Outstanding | | | 23,985,441 shares of the Company's Series A Liberty Formula One Common Stock (FWONA) and 2,434,102 shares of the Company's Series B Liberty Formula One Common Stock (FWONB) were outstanding as of July 31, 2024 and no shares of FWONA or FWONB were offered or issued in this offering. | |
| Use of Proceeds | | | We estimate that the net proceeds from this offering will be approximately $815,988,700 ($938,504,200 if the underwriter's option to purchase additional shares of FWONK is exercised in full), after deducting the underwriter's discount and estimated offering expenses payable by us. | |
| | | | We expect to use the net proceeds from this offering (i) to fund the increase in total cash consideration to be paid to the Sellers in the Acquisition, such that no Consideration Shares will be issued in the Acquisition and (ii) for general corporate purposes, including the repayment of debt. Completion of this offering is not conditioned upon consummation of the Acquisition. If the Acquisition is not consummated for any reason, the net proceeds from this offering would be available for general corporate purposes and attributed to the Formula One Group tracking stock. See "Use of Proceeds." | |
| Exchange Listing | | | Our Series C Liberty Formula One common stock is traded on the Nasdaq Global Select Market under the symbol "FWONK." | |
| Transfer Agent and Registrar for FWONK | | | Broadridge Financial Solutions, Inc. | |
| Voting Rights | | | Holders of shares of FWONK have no voting rights, except as required by Delaware law. | |
| Risk Factors | | | An investment in shares of FWONK involves risks. You should carefully consider the discussion of risks in "Risk Factors" in this prospectus and the other information in this prospectus, including "Cautionary Note Regarding Forward Looking Statements" in this prospectus, before making an investment decision. | |
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Historical
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As adjusted
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As of June 30, 2024
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(amounts in millions)
(unaudited) |
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Cash and cash equivalents
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| | | $ | 2,085 | | | | | $ | 2,901 | | |
Long term debt, including current portion:(1) | | | | | | | | | | | | | |
Liberty SiriusXM Group | | | | | | | | | | | | | |
Total Liberty SiriusXM Group
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| | | | 10,813 | | | | | | 10,813 | | |
Formula One Group | | | | | | | | | | | | | |
Corporate level notes and loans: | | | | | | | | | | | | | |
2.25% Convertible Senior Notes due 2027
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| | | | 503 | | | | | | 503 | | |
Other
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| | | | 56 | | | | | | 56 | | |
Subsidiary notes and loans: | | | | | | | | | | | | | |
Formula 1 Senior Loan Facilities
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| | | | 2,361 | | | | | | 2,361 | | |
Deferred financing costs
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| | | | (8) | | | | | | (8) | | |
Total Formula One Group
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| | | | 2,912 | | | | | | 2,912 | | |
Liberty Live Group | | | | | | | | | | | | | |
Total Liberty Live Group
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| | | | 1,303 | | | | | | 1,303 | | |
Total long-term debt, including current portion
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| | | $ | 15,028 | | | | | $ | 15,028 | | |
Equity | | | | | | | | | | | | | |
Common stock
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| | | $ | 6 | | | | | $ | 7 | | |
Additional paid-in capital
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| | | | 1,387 | | | | | | 2,202 | | |
Accumulated other comprehensive earnings (loss), net of taxes
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| | | | (57) | | | | | | (57) | | |
Retained earnings
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| | | | 15,724 | | | | | | 15,724 | | |
Total stockholders' equity
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| | | | 17,060 | | | | | | 17,876 | | |
Noncontrolling interests in equity of subsidiaries
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| | | | 3,147 | | | | | | 3,147 | | |
Total equity
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| | | $ | 20,207 | | | | | $ | 21,023 | | |
Total capitalization
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| | | $ | 35,235 | | | | | $ | 36,051 | | |
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Without option to
purchase additional shares exercise |
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With full option to
purchase additional shares exercise |
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Per Share
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| | | $ | 0.808 | | | | | $ | 0.808 | | |
Total
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| | | $ | 8,605,200 | | | | | $ | 9,895,980 | | |