Liberty Media Corporation ("Liberty Media") (Nasdaq: LMCA, LMCB) announced today the following transactions:
Repurchase from Comcast
- Repurchase of 5.2% of outstanding Liberty Media common stock from Comcast Corporation
- Agreement with SiriusXM to repurchase $500 million of SIRI shares from Liberty Media
- Proposed private offering of $500 million aggregate principal amount of convertible senior notes (with initial purchaser option to purchase an additional $75 million aggregate principal amount) due 2023
Liberty Media and Comcast (Nasdaq: CMCSA, CMCSK) recently completed a transaction in which a subsidiary of Comcast exchanged approximately 6.3 million shares of LMCA for a newly created subsidiary of Liberty Media which holds Leisure Arts, Inc., approximately $417 million in cash and Liberty Media's rights in and to a revenue sharing agreement relating to the carriage of CNBC. The exchange is intended to be tax-free.
Sirius XM Repurchase
Sirius XM Radio Inc. (NASDAQ: SIRI) (“Sirius”) has agreed to repurchase $500 million of its common stock from Liberty Media as part of Sirius’ share repurchase program
which it announced today has been increased by an additional $2 billion. Liberty Media expects to continue to own over 52% of the outstanding SIRI shares after giving effect to the repurchase. The price per share will equal a 1.5% discount to the average of the daily volume weighted average price (“
”) per share of SIRI for the ten-day period beginning on the third trading day following the date of the public release of Sirius’ third quarter 2013 earnings subject to a cap on the average VWAP of $4.18 and a floor on the average VWAP of $3.64. The shares are expected to be purchased in three installments, of which $130 million will be repurchased in November 2013, $270 million will be repurchased in January 2014 and $100 million will be repurchased in April 2014, with the specific number of shares to be purchased on each repurchase date equal to the dollar amount of the shares to be repurchased on that date divided by the per share price. On any of these repurchase dates (subject to certain limitations), Sirius may be required to accelerate the purchase and sale of the shares to be purchased on the next scheduled repurchase date if Sirius is able to draw upon its existing senior credit facility an amount that would be sufficient to pay the repurchase price of the shares to be purchased on such repurchase date and the next scheduled repurchase date.
Sirius’ obligations to repurchase shares on the repurchase dates are subject to certain conditions, including, among other things, (i) no default or event of default under any of its debt instruments or any other agreement resulting from the purchase of shares on such date and (ii) Sirius having the availability under, and being able to draw on, its existing senior secured revolving credit facility in an amount sufficient to pay the repurchase price of such shares. In the event any of the applicable conditions are not satisfied on or prior to a repurchase date, Sirius will have no obligation to take any actions that would require it to incur any costs or expenses (other than de minimis costs and expenses) to remedy the failure of any of the foregoing conditions, including taking actions to avoid having such repurchase result in a default under any of their debt instruments or any of their other agreements. To the extent Sirius is unable to purchase all of the applicable shares on any repurchase date due to the failure of any condition, Sirius shall instead repurchase on such repurchase date the maximum number of shares that would not result in a failure of any of the conditions and, subject to satisfying such conditions, purchase the excess of those shares not so purchased (the “
”) on the next subsequent repurchase date, along with the shares scheduled to be purchased on such repurchase date. If Sirius is unable to purchase all shares subject to purchase on April 25, 2014 (including all excess shares) due to a failure of any conditions, then Liberty Media will have the option to (a) sell to Sirius the maximum number of shares that Sirius is able to purchase and satisfy the conditions, and either (x) terminate the repurchase agreement immediately following such repurchase date or (y) extend the outside date for a period of 90 days and require Sirius to purchase the excess shares on a subsequent repurchase date mutually agreed by the parties prior to the outside date as extended, subject to satisfying the foregoing conditions, or (b) terminate the repurchase agreement without selling the applicable shares on such final repurchase date.
Sirius has also agreed, until the final repurchase date, not to take (a) any action outside of the ordinary course of business, consistent with past practice, or (b) any action within its control resulting in a significant deviation (in either amount or timing) from its budget, in each case that would reasonably be likely to result in a failure of the conditions listed in clauses (i) and (ii) of the forgoing paragraph, unless approved by its board of directors.