Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, BATRA, BATRK, FWONA, FWONK) has announced that it intends to offer USD 350 million aggregate original principal amount of exchangeable senior debentures (the “Debentures”) exchangeable for Live Nation Entertainment, Inc. (“Live Nation”) common stock in a private offering (or up to USD 402.5 million aggregate original principal amount of Debentures if the initial purchasers for the offering exercise their option to purchase additional Debentures in full), the company said.
The Debentures will be exchangeable at the option of holders during specified periods.
Upon an exchange of Debentures, Liberty, at its option, may deliver shares of Live Nation common stock or the value thereof in cash, shares of Liberty´s Series C Liberty Formula One Common Stock (“FWONK”), shares of Liberty´s Series C Liberty SiriusXM common stock (“LSXMK”) or any other class or series of Liberty´s publicly traded common stock that meet certain criteria (shares of FWONK, shares of LSXMK and any of such other class or series of Liberty´s publicly traded common stock that meets certain criteria, together, “Settlement Shares”) (or any combination of shares of Live Nation common stock, cash and/or Settlement Shares).
Liberty may deliver only a single class or series of its common stock as Settlement Shares in connection with any exchange of the Debentures.
Liberty expects to use the net proceeds of the offering to repay the margin loan secured by shares of Live Nation incurred by its wholly owned special purpose subsidiary attributed to the Formula One Group (the “Formula One Group Margin Loan”), and any remaining net proceeds for investment activities and for other general corporate purposes.
The offering of the Debentures will not be registered under the Securities Act of 1933. The Debentures will be offered by means of an offering memorandum solely to “Qualified Institutional Buyers” pursuant to, and as that term is defined in, Rule 144A of the Securities Act.
Liberty Media Corporation operates and owns interests in a broad range of media, communications and entertainment businesses.