ENGLEWOOD, Colo.--(BUSINESS WIRE)--
Liberty Media Corporation ("Liberty") (Nasdaq: LSXMA, LSXMB, LSXMK,
BATRA, BATRK, FWONA, FWONK) announced today that it has closed its
previously announced underwritten public offering of 40,000,000 shares
of Liberty's Series C Liberty Formula One common stock, par value $0.01
per share ("FWONK"), consisting of 12,903,225 shares of FWONK offered by
Liberty and 27,096,775 shares of FWONK offered on behalf of certain
selling stockholders (the "Selling Stockholders"), at a price to the
public of $31.00 per share. The Selling Stockholders acquired the shares
of FWONK offered in this offering in January 2017 in connection with the
consummation of Liberty's acquisition (the "Formula 1 Acquisition") of
Delta Topco Limited ("Delta Topco"), the parent company of Formula 1.
The Selling Stockholders have granted the underwriters a 30-day option
to purchase up to an additional 6,000,000 shares of FWONK at the price
to the public set forth above.
Liberty received approximately $388.7 million in net proceeds, after
deducting underwriters' discounts and commissions related to the primary
offering but before deducting offering expenses, from Liberty's sale of
shares of FWONK, and intends to use the net proceeds to repay existing
indebtedness of a wholly owned subsidiary of Delta Topco and to pay
expenses related to the offering. The net proceeds of the offering by
Liberty are attributed to the Formula One Group. The Selling
Stockholders received all of the net proceeds from the sale of their
shares of FWONK. Liberty did not receive any proceeds from the sale of
shares of FWONK on behalf of the Selling Stockholders in this offering.
Following the closing of the offering (and not taking into account any
exercise by the underwriters of their 30-day option to purchase
additional shares of FWONK from the Selling Stockholders), approximate
ownership of the equity of the Formula One Group will be comprised of (1):
(i) 19%(2) owned by the selling shareholders of Formula 1
(the "Formula 1 Selling Shareholders") who acquired shares of FWONK in
January 2017 in connection with the Formula 1 Acquisition, (ii) 27%(2)
owned by certain third party investors who acquired shares of FWONK in
December 2016 in connection with the Formula 1 Acquisition and (iii) the
remaining percentage owned by other public shareholders (with 6% and 12%
of the equity of the Formula One Group being comprised of shares offered
by Liberty and the Selling Stockholders, respectively, in this offering).
Goldman Sachs & Co. LLC, J.P. Morgan and Morgan Stanley acted as
book-running managers and representatives of the underwriters for the
offering, together with BofA Merrill Lynch, Barclays, Credit Suisse and
Citigroup as additional book-running managers.
The shares of FWONK were sold pursuant to an effective shelf
registration statement on Form S-3 previously filed with the SEC.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy shares of FWONK or any other securities,
nor shall there be any sale of these securities 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.
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 closing of a public offering of
shares of FWONK and the use of proceeds therefrom. 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 most recent Annual Report on Form
10-K and Quarterly Report on Form 10-Q, for 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 Braves Group and the Formula One 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 Braves Group (Nasdaq: BATRA, BATRK) include Liberty's
subsidiary Braves Holdings, LLC. The businesses and assets attributed to
the Formula One Group (Nasdaq: FWONA, FWONK) consist of all of Liberty's
businesses and assets other than those attributed to the Liberty
SiriusXM Group and the Braves Group, including its subsidiary Formula 1,
its interest in Live Nation Entertainment and minority equity
investments in Time Warner Inc. and Viacom.
(1) Ownership percentages are calculated based on
approximately 230.6 million shares of Liberty Formula One common stock
outstanding as of April 30, 2017, which includes approximately 15.7
million shares of FWONK issuable upon exchange of the Exchangeable Notes
issued to the Formula 1 Selling Shareholders in connection with the
Formula 1 Acquisition, based on the maximum number of shares issuable,
as well as the dilutive impact of the sale by Liberty of 12,903,225
shares of FWONK in this offering, but does not include the approximately
19 million shares of FWONK held in treasury.
(2) Percentages reflect shares held at the time of their
original allocation, as noted, and do not give effect to any potential
subsequent purchases of Liberty Formula One common stock.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170524006182/en/
Liberty Media Corporation
Courtnee Chun, 720-875-5420
Source: Liberty Media Corporation
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