Tracking Stocks |
6 Months Ended |
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Jun. 30, 2016 | |
| Tracking Stocks | |
| Targeted or Tracking Stock [Table Text Block] |
(2) Tracking Stocks During November 2015, 鶹app’s board of directors authorized management to pursue a recapitalization of the Company’s common stock into three new tracking stock groups, one to be designated as the 鶹app Braves common stock, one to be designated as the 鶹app Media common stock and one to be designated as the 鶹app SiriusXM common stock (the “Recapitalization”), and to cause to be distributed subscription rights related to the 鶹app Braves tracking stock following the creation of the new tracking stocks.
The Recapitalization was completed on April 15, 2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18, 2016.In May 2016, the IRS completed its review of the Recapitalization and notified 鶹app that it agreed with the nontaxable characterization of the transaction. The operating results prior to the Recapitalization are attributed to 鶹app stockholders in the aggregate. However, the information in the following footnotes has been presented by tracking stock groups for all periods presented in order to enhance the information provided to users of these financial statements.
Following the creation of the tracking stocks, SeriesA, SeriesB and SeriesC 鶹app Braves common stock trade under the symbols BATRA/B/K respectively, SeriesA, SeriesB and SeriesC 鶹app Media common stock trade under the symbols LMCA/B/K, respectively, and SeriesA, SeriesB and SeriesC 鶹app SiriusXM common stock trade under the symbols LSXMA/B/K, respectively. Series A and Series C of each of the 鶹app Braves common stock and the 鶹app Media common stock trade on the Nasdaq Stock Market and Series B of each of these stocks trades on the OTC Markets. In addition, each series (Series A, Series B and Series C) of the 鶹app SiriusXM common stock trades on the Nasdaq Global Select Market.
In the Recapitalization, each issued and outstanding share of 鶹app’s existing common stock was reclassified and exchanged for (a) 1 share of the corresponding series of 鶹app SiriusXM common stock, (b) 0.1 of a share of the corresponding series of 鶹app Braves common stock and (c) 0.25 of a share of the corresponding series of 鶹app Media common stock on April 15, 2016. Cash was paid in lieu of the issuance of any fractional shares.
In addition, following the creation of the new tracking stocks, 鶹app distributed to holders of its 鶹app Braves common stock subscription rights to acquire shares of SeriesC 鶹app Braves common stock in order to raise capital to repay the Intergroup Note (as defined below) and for working capital purposes.In the rights distribution, 鶹app distributed 0.47 of a Series C 鶹app Braves subscription right for each share of Series A, Series B or Series C 鶹app Braves common stock held as of 5:00 p.m., New York City time, on May 16, 2016. Fractional Series C 鶹app Braves subscription rights were rounded up to the nearest whole right. Each whole Series C 鶹app Braves subscription right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of 鶹app’s Series C 鶹app Braves common stock at a subscription price of $12.80, which was equal to an approximate 20% discount to the trading day volume weighted average trading price of 鶹app’s Series C 鶹app Braves common stock for the 18-day trading period ending on May 11, 2016.Each Series C 鶹app Braves subscription right also entitled the holder to subscribe for additional shares of Series C 鶹app Braves common stock that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The rights offering commenced on May 18, 2016, which was also the ex-dividend date for the distribution of the Series C 鶹app Braves subscription rights. The rights offering expired at 5:00 p.m. New York City time, on June 16, 2016 and was fully subscribed with 15,833,634 shares of Series C 鶹app Braves common stock issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately $150 million of the proceeds from the rights offering were used to repay the outstanding balance on the Intergroup Note and accrued interest to 鶹app.The remaining proceeds will be used for future development costs attributed to the 鶹app Braves Group.
Additionally, as a result of the Recapitalization, the Convertible Notes (note 9) will be convertible into cash based on the product of the conversion rate specified in the indenture and the basket of tracking stocks into which each outstanding share of Series A 鶹app common stock has been reclassified (the “Securities Basket”). The Series A 鶹app Braves common stock component of the Securities Basket was subsequently adjusted pursuant to anti-dilution adjustments arising out of the distribution of subscription rights to purchase shares of Series C 鶹app Braves common stock made to all holders of 鶹app Braves common stock. Furthermore, the Company entered into amended agreements with the counterparties with regard to adjustments related to the Recapitalization to the outstanding Series A common stock warrants as well as the outstanding cash convertible note hedges and purchased call options. See note 9 for a more detailed discussion of the amendments made to these financial instruments as a result of the Recapitalization.
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, 鶹app Braves Group and 鶹app Media 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, 鶹app Braves Group and 鶹app Media 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 are 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 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. 鶹app attributed to the 鶹app SiriusXM Group its subsidiary SIRIUS XM, corporate cash, and its margin loan obligation incurred by a wholly-owned special purpose subsidiary of 鶹app. As of June 30, 2016, the 鶹app SiriusXM Group has cash and cash equivalents of approximately $526 million, which includes $476 million of subsidiary cash. 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 鶹app Braves Group. 鶹app attributed to the 鶹app Braves Group its subsidiary, Braves Holdings, LLC (“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 (the “Development Project”), corporate cash and all liabilities arising under a note from Braves Holdings to 鶹app, with a total capacity of up to $165 million of borrowings by Braves Holdings (the “Intergroup Note”) relating to funds borrowed and used for investment in the Development Project. As previously discussed, $150 million was outstanding under the Intergroup Note that was repaid during June 2016 using proceeds from the subscription rights offering, and the Intergroup Note agreement was cancelled. The remaining proceeds were attributed to the 鶹app Braves Group. As of June 30, 2016, the 鶹app Braves Group has cash and cash equivalents of approximately $149 million, which includes subsidiary cash. The 鶹app Media common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 鶹app Media Group. 鶹app attributed to the 鶹app Media Group all of the businesses, assets and liabilities of 鶹app other than those specifically attributed to the 鶹app Braves Group or the 鶹app SiriusXM Group, including 鶹app’s interests in Live Nation, minority equity investments in Time Warner, Inc. and Viacom, Inc., the Intergroup Note, the recovery received in connection with the Vivendi lawsuit, cash as well as 鶹app’s 1.375% Cash Convertible Notes due 2023 and related financial instruments. As part of the Recapitalization, the 鶹app Media Group initially held a 20% intergroup interest in the 鶹app Braves Group. As a result of the rights offering, the number of notional shares representing the intergroup interest held by the 鶹app Media Group was adjusted to 9,084,940, representing a 15.6% intergroup interest in the 鶹app Braves Group. The intergroup interest is a quasi-equity interest which is not represented by outstanding shares of common stock; rather, the 鶹app Media Group has an attributed value in the 鶹app Braves Group which is generally stated in terms of a number of shares of Series C 鶹app Braves common stock issuable to the 鶹app Media Group with respect to its interest in the 鶹app Braves Group. The intergroup interest may be settled, at the discretion of the Board of Directors, through the transfer of newly issued shares of 鶹app Braves common stock, cash and/or other assets to the 鶹app Media Group. Accordingly, the intergroup interest attributable to the 鶹app Media Group is presented as an asset and the intergroup interest attributable to the 鶹app 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 Company’s Board of Directors, through transfer of securities, cash and/or other assets from the 鶹app Braves Group to the 鶹app Media Group. As of June 30, 2016, the 鶹app Media Group has cash and cash equivalents of approximately $554 million. See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for 鶹app's tracking stock groups.
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