Siriusxm Holdings Inc. · NASDAQ:SIRI
Siriusxm — Merger or Acquisition (December 2023)
20 slides from Siriusxm's merger presentation, December 2023
Slide 1: Management Presentation
Management Presentation December 2023
Slide 2: Cautionary Note Regarding Forward Looking Statements
Cautionary Note Regarding Forward Looking Statements This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of com
Slide 3: Legal Disclaimer
Legal Disclaimer Additional Information Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of common stock of Liberty Media, SiriusXM or SplitCo. The proposed offer and issuance of shares of SplitCo common stock in the proposed transactions will be made o
Slide 4: Meeting Attendees
Meeting Attendees Jennifer Witz Thomas Barry Hooper Stevens CEO of SiriusXM CFO of SiriusXM SVP, Head of IR of SiriusXM 4
Slide 5: Compelling Transaction Benefits
Compelling Transaction Benefits ❑ Simplifies equity structure ❑ Greater strategic flexibility with majority independent Board ❑ Enhances trading liquidity and float – Broadens potential investor base ❑ Expands potential index inclusion – Eliminates multi-class structure ❑ Addresses discount to net a
Slide 6: Transaction Overview
Transaction Overview ❑ Liberty separates Liberty SiriusXM Group (“LSXM”) through redemptive split-off to form SplitCo holding all LSXM assets and liabilities ❑ Immediately following split-off, SplitCo acquires SiriusXM in all stock transaction to form New SiriusXM with one class of common stock ❑ LS
Slide 7: Streamlined Ownership Structure
Streamlined Ownership Structure Current Structure Post Merger Structure LSXMA LSXMB LSXMK Shares Shares Shares Former Liberty Former SiriusXM SiriusXM Public Shareholders Shareholders Liberty Media Corporation 81% 19% SiriusXM Public Liberty SiriusXM Group Shareholders 84% 16% SiriusXM “New SiriusXM
Slide 8: SiriusXM: Shaping the Future of Audio
SiriusXM: Shaping the Future of Audio Innovative content Leading Tapping into new Capturing Consistently company and subscription audiences to grow opportunities in delivering strong leader in live, business with next gen ad-based results and capital human curated positioned for platform platforms r
Slide 9: Innovative Content Company and Leader in Live, Human Curated Audio Experiences
Innovative Content Company and Leader in Live, Human Curated Audio Experiences The Biggest… The Broadest… The Best… The Boldest… ARTISTS / BRANDS EXCLUSIVE SELECTION OF HOMEGROWN HOST EXCLUSIVE SPORTS & TALK BRANDS MUSIC CHANNELS MUSIC CHANNELS SHOWS & PODCASTS EXCLUSIVE CHANNELS 9
Slide 10: Leading Subscription Business Positioned For the Future
Leading Subscription Business Positioned For the Future Super-Serving Our Creating a More Seamless, Modernizing Our Brand and Strong Core Subscribers Personalized Experience Offering New Price Points Continuing to deliver differentiated content Delivering a unified, personalized Launching new price
Slide 11: Tapping Into New Audiences to Grow with Next Gen Platform
Tapping Into New Audiences to Grow with Next Gen Platform Attractive Core Demographic and Underpenetrated Growth Segments Typically ~10% penetrated, younger, more high consideration “Growth” diverse, willing to but limited Audience pay for multiple experience with services SiriusXM “Growth” 84% ~25%
Slide 12: Capturing Opportunities in Ad-Based Platforms
Capturing Opportunities in Ad-Based Platforms SiriusXM Media is a Leader in Digital Ad-Supported Audio $1.8 Billion 1 in 2 150 Million #1 Total SiriusXM Americans Total In Ad-Supported Ad Revenue(1) 18+ Listeners(2) Share of Ear STREAMING NETWORK PODCAST NETWORK 90 Million Reach 66% 45 Million Most
Slide 13: Consistently Delivering Strong Results
Consistently Delivering Strong Results Continued investments in platform Consistently strong profitability and listening experience Strong FCF generation to drive long-term growth EBITDA Margins Free Cash Flow(1) $Bn 32% 32% 31% 31% $1.83 $1.66 $1.55 $1.15 (2) 2020A 2021A 2022A 2023E 2020A 2021A 202
Slide 14: Supporting Robust Capital Returns and Rapid Deleveraging
Supporting Robust Capital Returns and Rapid Deleveraging Expect deprioritized Track record of Near-term focus No expected change to buybacks until reaching capital return on debt reduction existing dividend policy target leverage Leverage Return of Capital Net Debt / LTM EBITDA $Bn Special Share Div
Slide 15: Summary Long-Term Value Creation
Summary ❑ Highly beneficial transaction for all shareholders ❑ Meaningful opportunity ahead at SiriusXM with differentiated content and next gen Long-Term tech platform Value Creation ❑ Delivering financial results and investing for the future ❑ Strong free cash flow generation to maintain existing
Slide 16: Appendix
riusXM Appendix
Slide 17: Transaction Detail
Transaction Detail • Liberty separates Liberty SiriusXM Group (“LSXM”) through redemptive split-off to form SplitCo holding all LSXM assets and liabilities Structure • Immediately following split-off, SplitCo acquires SiriusXM in all stock transaction to form New SiriusXM with one class of common st
Slide 18: Transaction Structure
Transaction Structure • Liberty separates Liberty SiriusXM Group through redemptive split-off to form “SplitCo” holding all LSXM assets and liabilities 3,205.8MM shares Adjusted LSXM- Owned SIRI Shares = – LSXM Net Liabilities(1) / SIRI Share Price of $4.23 Exchange Ratio = Basic shares of LSXMA+LSX
Slide 19: Illustrative Transaction Exchange Ratio
Illustrative Transaction Exchange Ratio (in millions except SIRI Reference Price) Q2‘24E Net Liabilities(1) $1,118 (÷) SIRI Reference Price $4.23 LSXM Net Liabilities Share Adjustment (Effective SIRI Share Reduction) 264.2 Fully Diluted LSXM Shares(2) 326.8 (+) Shares to settle LSXMA Convertible(3)
Slide 20: Thank You
THANK YOU &
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