Liberty Media Corporation - Series A Liberty Formula One · NASDAQ:FWONA
Liberty Media Corporation - Series A Liberty Formula One — Liberty Media Corp (FWONA, FWONB, FWONK, LLYVA, LLYVB, LLYVK, LSXMA, LSXMB, LSXMK) — Merger or Acquisition (December 2023)
20 slides from Liberty Media Corporation - Series A Liberty Formula One's merger presentation, Dec 12, 2023
Slide 1: Management Presentation December 2023
Management Presentation December 2023
Slide 2: Cautionary Note Regarding Forward Looking Statements
2 Cautionary Note Regarding Forward Looking Statements This communication includes certain forward - looking statements within the meaning of the Private Securities Litigation Reform Ac t of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading o
Slide 3: Legal Disclaimer Additional Information
3 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 Me dia , SiriusXM or SplitCo. The proposed offer and issuance of shares of SplitCo common stock in the proposed transactions will be ma
Slide 4: Meeting Attendees
4 4 Meeting Attendees Jennifer Witz CEO of SiriusXM Hooper Stevens SVP, Head of IR of SiriusXM Thomas Barry CFO of SiriusXM
Slide 5: Compelling Transaction Benefits
5 Compelling Transaction Benefits □ Simplifies equity structure □ Enhances trading liquidity and float – Broadens potential investor base – Eliminates multi - class structure □ Greater strategic flexibility with majority independent Board □ Expands potential index inclusion □ Addresses discount to n
Slide 6: Transaction Overview
6 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 stoc
Slide 7: Streamlined Ownership Structure
7 Streamlined Ownership Structure Post Merger Structure Current Structure LSXMA Shares LSXMB Shares LSXMK Shares SiriusXM Public Shareholders SiriusXM Current Shares: 3,839MM (1) 16% 84% Former Liberty SiriusXM Shareholders Former SiriusXM Public Shareholders “New SiriusXM” Pro Forma Shares: 3,392MM
Slide 8: SiriusXM: Shaping the Future of Audio
8 SiriusXM: Shaping the Future of Audio Transforming SiriusXM for Long - Term Growth Innovative content company and leader in live, human curated audio experiences Leading subscription business positioned for the future Tapping into new audiences to grow with next gen platform Capturing opportunitie
Slide 9: Innovative Content Company and Leader in Live, Human Curated Audio Experiences
9 The Best… HOST EXCLUSIVE SHOWS & PODCASTS The Boldest… SPORTS & TALK BRANDS EXCLUSIVE CHANNELS The Broadest… SELECTION OF HOMEGROWN MUSIC CHANNELS The Biggest… ARTISTS / BRANDS EXCLUSIVE MUSIC CHANNELS Innovative Content Company and Leader in Live, Human Curated Audio Experiences
Slide 10: Leading Subscription Business Positioned For the Future
10 Super - Serving Our Strong Core Subscribers Leading Subscription Business Positioned For the Future Creating a More Seamless, Personalized Experience Modernizing Our Brand and Offering New Price Points $9.99 New Streaming Only Price Continuing to deliver differentiated content to our loyal, passi
Slide 11: Tapping Into New Audiences to Grow with Next Gen Platform
11 Tapping Into New Audiences to Grow with Next Gen Platform ~ 25% 84% ~ 25% % Population % Audio Spend “Growth” Audience “Core” Audience Typically younger, more diverse, willing to pay for multiple services Attractive Core Demographic and Underpenetrated Growth Segments ~10% penetrated, high consid
Slide 12: SiriusXM Media is a Leader in Digital Ad-Supported Audio
12 SiriusXM Media is a Leader in Digital Ad - Supported Audio $1.8 Billion Total SiriusXM Ad Revenue (1) 150 Million Total Listeners (2) 1 in 2 Americans 18+ #1 In Ad - Supported Share of Ear 90 Million Monthly Digital Audio Listeners Reach 66% Of All Digital Inventory 45 Million Monthly Listeners M
Slide 13: Consistently Delivering Strong Results
13 32% 32% 31% 31% 2020A 2021A 2022A 2023E Consistently Delivering Strong Results Strong FCF generation Consistently strong profitability Continued investments in platform and listening experience to drive long - term growth EBITDA Margins $1.66 $1.83 $1.55 $1.15 2020A 2021A 2022A 2023E Free Cash Fl
Slide 14: Robust Capital Returns and Rapid Deleveraging
14 3.3x 3.2x 3.9x Low to Mid 3s 9/30/23 (Status Quo) 12/31/23E (Status Quo) 6/30/24E (Pro Forma) Target Leverage Supporting Robust Capital Returns and Rapid Deleveraging Leverage Net Debt / LTM EBITDA Expect deprioritized buybacks until reaching target leverage Near - term focus on debt reduction Tr
Slide 15: Summary Long-Term Value Creation
15 Summary Long - Term Value Creation □ Highly beneficial transaction for all shareholders □ Meaningful opportunity ahead at SiriusXM with differentiated content and next gen tech platform □ Delivering financial results and investing for the future □ Strong free cash flow generation to maintain exis
Slide 16: Appendix
Appendix
Slide 17: Transaction Detail
17 Transaction Detail Structure • Liberty separates Liberty SiriusXM Group (“LSXM”) through redemptive split - off to form SplitCo holding all LSXM assets and liabi lities • Immediately following split - off, SplitCo acquires SiriusXM in all stock transaction to form New SiriusXM with one class of c
Slide 18: Transaction Structure
18 Transaction Structure • Liberty separates Liberty SiriusXM Group through redemptive split - off to form “SplitCo” holding all LSXM assets and liabilities Exchange Ratio = Adjusted LSXM - Owned SIRI Shares Adjusted Fully - Diluted LSXM Shares = = 3,205.8MM shares – LSXM Net Liabilities (1) / SIRI
Slide 19: Illustrative Transaction Exchange Ratio
19 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 Converti
Slide 20: Thank You
THANK YOU &