鶹app

Quarterly report pursuant to Section 13 or 15(d)

Tracking Stocks

v3.21.2
Tracking Stocks
6 Months Ended
Jun. 30, 2021
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 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 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 鶹app tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which 鶹app holds an interest and that is attributed to a 鶹app tracking stock group, such as the 鶹app SiriusXM Group. 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.

On April 22, 2020, the Company’s board of directors approved the immediate reattribution of certain assets and liabilities between the Formula One Group and the 鶹app SiriusXM Group (collectively, the “reattribution”). The reattribution is reflected in the Company’s financial statements on a prospective basis.

The 鶹app SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 鶹app SiriusXM Group. As of June 30, 2021, the 鶹app SiriusXM Group is comprised of 鶹app’s interests in Sirius XM Holdings and Live Nation, corporate cash, 鶹app’s 1.375% Cash Convertible Notes due 2023 (the “Convertible Notes”) and related financial instruments, 鶹app’s 2.125% Exchangeable Senior Debentures due 2048, 鶹app’s 2.25% Exchangeable Senior Debentures due 2048, 鶹app’s 2.75% Exchangeable Senior Debentures due 2049, 鶹app’s 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of 鶹app. The 鶹app SiriusXM Group holds intergroup interests in the Formula One Group and the Braves Group as of June 30, 2021. In April 2021, the 鶹app SiriusXM Group paid approximately $384 million to the Formula One Group to settle its obligation under the call spread with respect to the shares of Live Nation attributed to the 鶹app SiriusXM Group. As of June 30, 2021, the 鶹app SiriusXM Group has cash and cash equivalents of approximately $1,542 million, which includes $1,124 million of subsidiary cash. During the six months ended June 30, 2021, Sirius XM Holdings declared a cash dividend each quarter, and paid in cash an aggregate amount of $121 million, of which 鶹app received $93 million. On July 19, 2021, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in the amount of $0.014641 per share of common stock payable on August 30, 2021 to stockholders of record as of the close of business on August 6, 2021.

The 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 June 30, 2021, the Braves Group is comprised primarily of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC”) and certain assets and liabilities associated with ANLBC’s stadium and mixed use development project and corporate cash. The Formula One Group and the 鶹app SiriusXM Group retain intergroup interests in the Braves Group. As of June 30, 2021, the Braves Group has cash and cash equivalents of approximately $168 million, which includes $93 million of subsidiary cash.

The 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 June 30, 2021, the Formula One Group is

comprised of all of the businesses, assets and liabilities of 鶹app, other than those specifically attributed to the Braves Group or the 鶹app SiriusXM Group, including 鶹app’s interests in Formula 1 and LMAC, an intergroup interest in the Braves Group, 鶹app’s 1% Cash Convertible Notes due 2023 and 鶹app’s 2.25% Exchangeable Senior Debentures due 2046. The 鶹app SiriusXM Group retains an intergroup interest in the Formula One Group. In April 2021, the Formula One Group received approximately $384 million from the 鶹app SiriusXM Group to settle the call spread with respect to the shares of Live Nation attributed to the 鶹app SiriusXM Group. As of June 30, 2021, the Formula One Group has cash and cash equivalents of approximately $2,225 million, which includes $537 million of subsidiary cash.

The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One Group is 6,792,903, representing an 11.1% intergroup interest at June 30, 2021. The number of notional shares representing the intergroup interest in the Braves Group held by the 鶹app SiriusXM Group is 2,292,037, representing a 3.7% intergroup interest at June 30, 2021. The number of notional shares representing the intergroup interest in the Formula One Group held by the 鶹app SiriusXM Group is 5,271,475, representing a 2.2% intergroup interest at June 30, 2021. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group and 鶹app SiriusXM Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of 鶹app Braves common stock, and the 鶹app SiriusXM Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares of 鶹app Formula One common stock. The intergroup interests may be settled, at the discretion of the board of directors of the Company (the “Board of Directors”), through the transfer of newly issued shares of 鶹app Braves common stock and 鶹app Formula One common stock, respectively, cash and/or other assets to the respective tracking stock group. Accordingly, the Braves Group intergroup interests attributable to the Formula One Group and the 鶹app SiriusXM Group are presented as assets of the Formula One Group and 鶹app SiriusXM Group, respectively, and are presented as liabilities of the Braves Group. Similarly, the Formula One Group intergroup interest attributable to the 鶹app SiriusXM Group is presented as an asset of the 鶹app SiriusXM Group and is presented as a liability of the Formula One Group. The offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion of the Board of Directors, through a transfer of securities, cash and/or other assets from the Braves Group or Formula One Group to the respective tracking stock group.

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for 鶹app's tracking stock groups.