Liberty Media Corporation Announces Exercise of Underwriters’ Option to Purchase Additional Shares from Selling Stockholders and Subsequent Closing of Offering of Series C Liberty Formula One Common Stock
Jun 05, 2017
OTC Disclosure News Service
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB, LSXMK,
BATRA, BATRK, FWONA, FWONK) announced today that in connection with its
recent underwritten public offering (the “Offering”) of Liberty’s Series
C Liberty Formula One common stock, par value $0.01 per share (“FWONK”),
certain selling stockholders (the “Selling Stockholders”) have sold an
additional 6,000,000 shares of FWONK to the underwriters following the
exercise in full of the underwriters’ option to purchase additional
shares. Following the exercise, the aggregate number of shares of FWONK
sold in the Offering increased to 46,000,000 shares, 12,903,225 of which
were issued and sold by Liberty and 33,096,775 of which were sold by the
The Selling Stockholders received all of the net proceeds from the sale
of the additional shares of FWONK. Liberty did not receive any proceeds
from the sale of shares of FWONK on behalf of the Selling Stockholders
in the Offering.
Following the closing of the Offering (and including the exercise in
full of the underwriters’ option to purchase additional shares of FWONK
from the Selling Stockholders), approximate ownership of the equity of
the Formula One Group is comprised of (1): (i) 17%(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 and pro-forma for the dilutive
impact of the Exchangeable Notes issued to the Formula 1 Selling
Shareholders, (ii) 27%(2) owned by certain third party
investors who acquired shares of FWONK in January 2017 in connection
with the Formula 1 Acquisition and (iii) the remaining percentage owned
by other public shareholders (with 6% and 14% of the equity of the
Formula One Group being comprised of shares offered by Liberty and the
Selling Stockholders, respectively, in this Offering, including
following the exercise in full of the underwriters’ option to purchase
additional shares of FWONK from the Selling Stockholders).
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.
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.
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 for potential issuances to
Formula 1 teams.
Percentages reflect shares distributed at the time of the specific
issuance noted, and do not give effect to any potential prior or
subsequent acquisitions of Liberty Formula One common stock.
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