Liberty Media Corporation (“Liberty”) (Nasdaq: LMCA, LMCB) today announced that its board has authorized management to pursue a plan to reclassify its common stock to create two new tracking stock groups, one to be designated the Liberty Media Group and the other to be designated the Liberty Broadband Group, and to distribute subscription rights related to the Liberty Broadband Group (collectively, the “Distribution”). In connection with the creation of the new tracking stock groups, record holders of Liberty’s Series A and Series B common stock would receive one share of the corresponding series of Liberty Media tracking stock and four shares of the corresponding series of Liberty Broadband tracking stock for each share of Liberty’s common stock held by them as of the effective date. In addition, stockholders will also receive a subscription right to acquire one additional series A or series B share of Liberty Broadband tracking stock for every five shares of series A or five shares of series B Liberty Broadband tracking stock they receive in the Distribution.
Liberty intends to attribute to the Liberty Broadband Group its interest in Charter Communications, Inc., its interest in Time Warner Cable Inc. and its subsidiary TruePosition, Inc. along with a note obligation from the Liberty Broadband Group to the Liberty Media Group, a call option liability associated with Liberty’s Time Warner Cable Inc. shares and liabilities at TruePosition, Inc. In addition, cash raised from the exercise of Liberty Broadband subscription rights will be attributed to the Liberty Broadband Group. The Liberty Media Group would have attributed to it all of the businesses, assets and liabilities of Liberty other than those specifically attributed to the Liberty Broadband Group, including Liberty’s subsidiary Sirius XM Holdings Inc.
“We are creating two new tracking stocks, Liberty Media and Liberty Broadband,” said Greg Maffei, Liberty President & CEO. “This is another step in Liberty’s process of offering investors greater choice, transparency and focus. We expect to complete the creation of the new tracking stocks by the third quarter. In light of the tracking stock distribution, our offer for SiriusXM is no longer applicable. Depending on market conditions, we look forward to further discussions with the SiriusXM Special Committee. We remain enthusiastic owners of 53% of SiriusXM.”
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