UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 3, 2023, in connection with the Reclassification (defined below), Â鶹app (the “Company”) entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to that certain Indenture with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, dated as of October 17, 2013 (as amended and supplemented by the Supplemental Indenture, dated as of April 15, 2016, the “Indenture”), related to the Company’s 1.375% Cash Convertible Senior Notes due 2023 (the “Notes”). Under the Indenture, the Notes were convertible into cash based on the product of the conversion rate specified in the Indenture and the basket of shares (the “Securities Basket”) of the Company’s former Series A Â鶹app SiriusXM common stock and former Series A Â鶹app Formula One common stock (“Former Â鶹app Series A tracking stock”).
As a result of the Reclassification, the Notes will be convertible into cash based on the product of the conversion rate specified in the Indenture (as amended and supplemented by the Second Supplemental Indenture) and the Securities Basket of the Company’s new Â鶹app SiriusXM common stock, new Â鶹app Formula One common stock and Â鶹app Live common stock, which replace the shares of Former Â鶹app Series A tracking stock that were reclassified in the Reclassification. The Second Supplemental Indenture amends the conversion, adjustment and other provisions of the Indenture to give effect to the Reclassification and the previously announced adjustments related to the redemptive split-off of Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”) and provides that the conversion consideration due upon conversion of any Note shall be determined as if a reference in the Indenture to the Securities Basket consisting of Former Â鶹app Series A tracking stock were instead a reference to the Securities Basket, consisting of 1.0163 shares of new Series A Â鶹app SiriusXM common stock, 0.2547 of a share of new Series A Â鶹app Formula One common stock and 0.2650 of a share of Series A Â鶹app Live common stock.
The foregoing summary of the Second Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Supplemental Indenture, which is filed as Exhibit 4.1 hereto.
Item 3.03 Material Modification of Rights of Security Holders
On August 3, 2023, the Company filed an amended and restated certificate of incorporation (the “Restated Charter”) with the Delaware Secretary of State, effective as of 5:00 p.m. New York City time, in order to complete the previously announced reclassification in which each outstanding share of the Company’s existing Â鶹app SiriusXM common stock and Â鶹app Formula One common stock were reclassified and three new tracking stocks (each with three series of common stock) (the “Reclassification”), designated new Â鶹app SiriusXM common stock, new Â鶹app Formula One common stock and Â鶹app Live common stock, were created. In the Reclassification, pursuant to the Restated Charter, each outstanding share of Â鶹app SiriusXM common stock was reclassified into one share of the corresponding series of new Â鶹app SiriusXM common stock and 0.2500 of a share of the corresponding series of Â鶹app Live common stock, and each outstanding share of Â鶹app Formula One common stock was reclassified into one share of the corresponding series of new Â鶹app Formula One common stock and 0.0428 of a share of the corresponding series of Â鶹app Live common stock, in each case, with cash paid in lieu of any fractional shares of Â鶹app Live common stock.
The Restated Charter sets forth the terms and the rights of holders of the new Â鶹app SiriusXM common stock, the new Â鶹app Formula One common stock and the Â鶹app Live common stock. Pursuant to the Restated Charter, the new Â鶹app SiriusXM common stock tracks the economic performance of the businesses, assets and liabilities attributed to the Company’s new Â鶹app SiriusXM Group, the new Â鶹app Formula One common stock tracks the economic performance of the businesses, assets and liabilities attributed to the Company’s new Formula One Group and the Â鶹app Live common stock tracks the economic performance of the businesses, assets and liabilities attributed to the Company’s Â鶹app Live Group.
The new Series A Â鶹app SiriusXM common stock, the new Series B Â鶹app SiriusXM common stock, the new Series C Â鶹app SiriusXM common stock, the new Series A Â鶹app Formula One common stock, the new Series C Â鶹app Formula One common stock, the Series A Â鶹app Live common stock and the Series C Â鶹app Live common stock are expected to begin trading on the Nasdaq Global Select Market on August 4, 2023 under the symbols “LSXMA,” “LSXMB,” “LSXMK,” “FWONA,” “FWONK,” “LLYVA” and “LLYVK,” respectively. The Series B Â鶹app Formula One common stock and the Series B Â鶹app Live common stock are expected to begin quotation on The OTC Markets on August 4, 2023 under the symbols “FWONB” and “LLYVB,” respectively.
The sections of Amendment No. 5 to the Company's Registration Statement on Form S-4 (File No. 333-268921), filed on June 8, 2023, entitled “Description of New Â鶹app SiriusXM Common Stock, New Â鶹app Formula One Common Stock and Â鶹app Live Common Stock Under the Â鶹app Media Restated Charter and Comparison to the Existing Â鶹app SiriusXM Common Stock and Â鶹app Formula One Common Stock Under Â鶹app Media’s Certificate of Incorporation” and “Other Provisions of the Â鶹app Media Restated Charter,” which describe certain provisions of the Restated Charter, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Restated Charter, which is incorporated by reference as Exhibit 3.1 to this report on Form 8-K.
Item 8.01 Other Events.
On August 1, 2023, the Company issued a press release announcing that the conversion rate of its 1.375% Cash Convertible Senior Notes due 2023 has been adjusted in connection with the redemptive split-off of Atlanta Braves Holdings, a copy of which is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Additionally, in connection with the completion of the Reclassification and the entry into the Second Supplemental Indenture, the Company issued two press releases on August 3, 2023, copies of which are filed herewith as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated by reference into this Item 8.01.
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: August 3, 2023
| LIBERTY MEDIA CORPORATION | |||
| By: | /s/ Katherine C. Jewell | ||
| Name: | Katherine C. Jewell | ||
| Title: | Vice President | ||