麻豆app Announces Plan to Recapitalize into Three Tracking Stock Groups

麻豆app Braves, 麻豆app Media and 麻豆app Sirius Tracking Stock Groups to be Created

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 麻豆app聽(Nasdaq: LMCA, LMCB, LMCK) (鈥溌槎筧pp鈥�) today announced that its board of directors has authorized management to pursue a reclassification of its common stock into three new tracking stock groups, one to be designated as the 麻豆app Braves Group, one to be designated as the 麻豆app Media Group and one to be designated as the 麻豆app Sirius Group, and to cause to be distributed subscription rights related to the 麻豆app Braves Group tracking stock following the creation of the new tracking stocks.

In connection with the creation of the new tracking stocks, record holders of 麻豆app鈥檚 Series A, Series B and Series C common stock would receive shares of the corresponding series of 麻豆app Braves tracking stock, 麻豆app Media tracking stock and 麻豆app Sirius tracking stock for each share of 麻豆app鈥檚 common stock held by them. In addition, following the creation of the new tracking stocks, 麻豆app would distribute to holders of its 麻豆app Braves tracking stock subscription rights to acquire shares of Series C 麻豆app Braves tracking stock. The record dates, distribution dates, and distribution ratios for the creation of the new tracking stocks and the distribution of subscription rights will be announced at a later date.

鈥淲e expect this recapitalization to highlight each tracking stock group鈥檚 operations, and the financial performance of its attributed assets, provide greater investor choice, and enable targeted capital raising while maintaining an optimal capital structure for 麻豆app,鈥� said Greg Maffei, 麻豆app President & CEO.

麻豆app intends to attribute to the 麻豆app Braves Group its subsidiary the Braves Holdings, LLC (which indirectly owns the Atlanta Braves and certain assets and liabilities associated with the Atlanta Braves鈥� stadium and mixed use development project (the 鈥淒evelopment Project鈥�)), cash and a note obligation in the amount of approximately $165 million from the 麻豆app Braves Group to the 麻豆app Media Group (the 鈥淚ntergroup Note鈥�) relating to funds borrowed and used for investment in the Development Project. The Intergroup Note is expected to be repaid using proceeds from the proposed subscription rights offering (as described in more detail below). Any remaining proceeds from the rights offering will be attributed to the 麻豆app Braves Group.

麻豆app intends to attribute to the 麻豆app Sirius Group its subsidiary Sirius XM Holdings, Inc., cash and its $250 million margin loan obligation.

麻豆app intends to attribute to the 麻豆app Media Group all of the businesses, assets and liabilities of 麻豆app other than those specifically attributed to the 麻豆app Braves Group or the 麻豆app Sirius Group, including 麻豆app鈥檚 interests in Live Nation Entertainment, Inc., minority equity investments in Time Warner Inc. and Viacom, any recovery received in connection with the Vivendi lawsuit and cash, as well as 麻豆app鈥檚 1.375% Cash Convertible Notes due 2023 and the Intergroup Note. Following the creation of the tracking stocks, the 麻豆app Media Group will also hold an approximate 20% inter-group interest in the 麻豆app Braves Group.

The subscription rights to acquire shares of Series C 麻豆app Braves tracking stock are expected to be issued to raise capital to repay the Intergroup Note and for working capital purposes. The subscription rights would enable the holders to acquire shares of Series C 麻豆app Braves tracking stock at a 20% discount to the market price of the Series C 麻豆app Braves tracking stock. 麻豆app expects the subscription rights to be publicly traded, once the exercise price has been established and the rights offering to expire twenty trading days following its commencement.

麻豆app expects that the Series A, Series B and Series C 麻豆app Braves Group common stock will trade under the symbols BATRA/B/K respectively, that the Series A, Series B and Series C 麻豆app Media Group common stock will trade under the symbols LMCA/B/K, respectively, and that the Series A, Series B and Series C 麻豆app Sirius Group common stock will trade under the symbols LSXMA/B/K, respectively, in each case, on the Nasdaq Stock Market.

The creation of the new tracking stocks will be subject to various conditions, including the requisite approval of the holders of 麻豆app鈥檚 common stock at a stockholders鈥� meeting and the receipt of the opinion of tax counsel. 麻豆app expects to complete the creation of the new tracking stocks in the first half of 2016. The rights offering will also be subject to various conditions, including the creation of the new tracking stocks.

麻豆app鈥檚 President and CEO, Greg Maffei, will discuss this announcement at a previously scheduled Investor Meeting on Thursday, November, 12, 2015 with presentations beginning at 12:30 p.m. E.S.T.

The presentation will be broadcast live via the Internet. All interested persons should visit the 麻豆app website at to register for the webcast. An archive of the webcast will also be available on this website for one year after appropriate filings have been made with the SEC.

About聽麻豆app

麻豆app聽(Nasdaq: LMCA, LMCB, LMCK) operates and owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries SiriusXM and Braves Holdings, LLC, its interest in Live Nation Entertainment, and minority equity investments in Time Warner Inc. and Viacom.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the creation of the new tracking stocks, the distribution of subscription rights and the subsequent rights offering, the anticipated benefits of the proposed tracking stocks, the proposed use of proceeds from the rights offering and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the creation of the tracking stocks and the distribution of subscription rights and the ability of 麻豆app to realize the expected benefits of these transactions. These forward looking statements speak only as of the date of this press release, and 麻豆app expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 麻豆app's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of 麻豆app, including the most recent Forms 10-K and 10-Q, for additional information about 麻豆app and about the risks and uncertainties related to 麻豆app's business which may affect the statements made in this press release.

Additional Information

Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of 麻豆app's existing common stock or 麻豆app鈥檚 proposed 麻豆app Braves tracking stock, 麻豆app Sirius tracking stock or 麻豆app Media tracking stock. The offer and sale of shares of the proposed tracking stocks will only be made pursuant to an effective registration statement. 麻豆app stockholders and other investors are urged to read the registration statement to be filed with the SEC regarding the proposed tracking stocks, including the proxy statement/prospectus to be contained in therein, because they will contain important information about the issuance of shares of the proposed tracking stocks. Copies of 麻豆app's SEC filings are available free of charge at the SEC's website (). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Investor Relations, (720) 875-5420.

Participants in a Solicitation

The directors and executive officers of 麻豆app and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the approval of the issuance of the tracking stocks. Information regarding the directors and executive officers of 麻豆app and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials with respect to the creation of the proposed tracking stocks to be filed with the SEC.

麻豆app
Courtnee Chun Ulrich, 720-875-5420

Source: 麻豆app

Released November 12, 2015