Liberty SiriusXM To Merge With SiriusXM To Form New Public Company

Liberty Media Corp. (LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and audio entertainment company Sirius XM Holdings Inc. (SIRI), announced Tuesday that they have entered into definitive agreements whereby Liberty Media’s Liberty SiriusXM tracking stock group will be combined with SiriusXM to create a new public company.

The New SiriusXM will continue to operate under the SiriusXM name and brand. New SiriusXM will have a single outstanding series of common stock and is expected to continue to be traded on the Nasdaq Global Select Market under the ticker symbol “SIRI”.

The transaction will result in New SiriusXM being an independent public company, with no majority stockholder, a single class of shares and a board comprising a majority of independent directors.

Under the terms of the transaction, Liberty will separate Liberty SiriusXM by means of a redemptivsplit-off of a new subsidiary of Liberty, which will hold its shares of SiriusXM and approximately $1.7 billion of estimated attributed net liabilities.

The transaction is intended to be tax-free to Liberty SiriusXM stockholders (except with respect to any cash received in lieu of fractional shares) and SiriusXM stockholders.

SiriusXM has secured committed financing with availability of $1.1 billion from Morgan Stanley, Bank of America and J.P. Morgan, the net proceeds of which may be used to refinance Liberty Media’s 2.75% Exchangeable Notes due 2049 and the existing Liberty Media margin loan secured by SiriusXM’s common stock.

The transaction has been unanimously approved by Liberty’s Board, the SiriusXM Special Committee and SiriusXM’s Board of Directors. Greg Maffei is expected to be Chairman of the Board of New SiriusXM.

The transaction is expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present at a stockholder meeting, the receipt by Liberty Media and New SiriusXM of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.

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