Tracking Stocks |
9 Months Ended |
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Sep. 30, 2019 | |
Tracking Stocks |
(2) Tracking Stocks A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. While the Ā鶹app SiriusXM Group, Braves Group and Formula One Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Therefore, the Ā鶹app SiriusXM Group, Braves Group and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities that have been attributed to each respective group. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Ā鶹app tracking stock, any equity or voting interest in a public company, such as SIRIUS XM Holdings or Live Nation, in which Ā鶹app holds an interest and that is attributed to a Ā鶹app tracking stock group, such as the Ā鶹app SiriusXM Group or the Formula One Group. Ā Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation. The Ā鶹app SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Ā鶹app SiriusXM Group. As of September 30, 2019, the Ā鶹app SiriusXM Group is comprised of SIRIUS XM Holdings, corporate cash, Ā鶹appās 2.125% Exchangeable Senior Debentures due 2048 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Ā鶹app. As of September 30, 2019, the Ā鶹app SiriusXM Group has cash and cash equivalents of approximately $133 million, which includes $79 million of subsidiary cash. During the nine months ended September 30 2019, SIRIUS XM Holdings declared a cash dividend each quarter, and paid in cash an aggregate amount of $167 million, of which Ā鶹app received $115 million. On October 10, 2019, SIRIUS XM Holdingsā board of directors declared a quarterly dividend on its common stock in the amount of $0.01331 per share of common stock payable on November 29, 2019 to stockholders of record as of the close of business on November 8, 2019. The Ā鶹app Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. As of September 30, 2019, the Braves Group is comprised primarily of Ā Braves Holdings, LLC (āBraves Holdingsā), which indirectly owns the Atlanta Braves Major League Baseball Club (āANLBCā) and certain assets and liabilities associated with ANLBCās stadium and mixed use development project (the āDevelopment Projectā) and corporate cash. As of September 30, 2019, the Braves Group has cash and cash equivalents of approximately $142 million, which includes $57 million of subsidiary cash. The Ā鶹app Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group. As of September 30, 2019, the Formula One Group is comprised of all of the businesses, assets and liabilities of Ā鶹app, other than those specifically attributed to the Braves Group or the Ā鶹app SiriusXM Group, including Ā鶹appās interests in Formula 1 and Live Nation, an intergroup interest in the Braves Group, Ā鶹appās 1.375% Cash Convertible Notes due 2023 and related financial instruments, Ā鶹appās 1% Cash Convertible Notes due 2023, Ā鶹appās 2.25% Exchangeable Senior Debentures due 2046 and Ā鶹appās 2.25% Exchangeable Senior Debentures due 2048. As of September 30, 2019, the Formula One Group has cash and cash equivalents of approximately $419 million, which includes $354 million of subsidiary cash. The number of notional shares representing the intergroup interest held by the Formula One Group is 9,084,940, representing a 15.1% intergroup interest in the Braves Group at September 30, 2019. The intergroup interest is a quasi-equity interest which is not represented by outstanding shares of common stock; rather, the Formula One Group has an attributed value in the Braves Group which is generally stated in terms of a number of shares of Series C Ā鶹app Braves common stock issuable to the Formula One Group with respect to its interest in the Braves Group. The intergroup interest may be settled, at the discretion of the board of directors of the Company (the āBoard of Directorsā), through the transfer of newly issued shares of Ā鶹app Braves common stock, cash and/or other assets to the Formula One Group. Accordingly, the intergroup interest attributable to the Formula One Group is presented as an asset and the intergroup interest attributable to the Braves Group is presented as a liability in the attributed financial statements and the offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interest will remain outstanding until the redemption of the outstanding interest, at the discretion of the Board of Directors, through a transfer of securities, cash and/or other assets from the Braves Group to the Formula One Group. See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Ā鶹app's tracking stock groups. |