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 (September 2016)
26 slides from Liberty Media Corporation - Series A Liberty Formula One's merger presentation, Sep 7, 2016
Slide 1: Forward-Looking Statements
Forward-Looking Statements This presentation includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the proposed acquisition by Liberty Media Corporation (“Liberty Media”) of Delta Topco Limited and its Formu
Slide 2: Additional Disclaimers
Additional Disclaimers Additional Information Nothing in this presentation shall constitute a solicitation to buy or an offer to sell shares of Liberty Media’s Series C Liberty Media common stock or any other series of its common stock. In addition, certain financial information with respect to F1 h
Slide 3: Today's Speakers
Chase Carey Chairman Formula One Today’s Speakers Greg Maffei President and CEO Liberty Media Corporation
Slide 4: Liberty Media Announces Agreement to Acquire Formula One
Unique sports entertainment franchise Iconic global brand built on 67-year history Massive international fan base and media coverage Over 400 million unique TV viewers globally Highly attractive financial profile with contracted revenue streams Liberty Media Announces Agreement to Acquire Formula On
Slide 5: Liberty Media announces definitive agreement to acquire F1
Liberty Media Corporation (“Liberty Media”) announces definitive agreement to acquire F1 F1 assets and liabilities to be attributed to Liberty Media Group Liberty Media Group expected to be renamed Formula One Group upon second closing (as described below) Formula One Group will remain a tracking st
Slide 6: Introducing Chase Carey, Chairman of Formula One
Introducing Chase Carey, Chairman of Formula One Professional Biography President and COO of News Corp and 21st Century Fox (2009 – 2015) Advisor and Executive Vice-Chairman to 21st Century Fox effective July 2015 to June 2016, Vice-Chairman effective July 2016 CEO of DIRECTV (2003 – 2009) following
Slide 7: The FIA F1 World Championship
The FIA F1 World Championship World Championship Pinnacle of world motor sport competition 9-month long championship series, held annually, in which teams compete for Constructors’ Championship and drivers compete for Drivers’ Championship 2016 schedule includes 21 races, across 21 countries and 5 c
Slide 8: Growth Market for Premium Sports Rights
Growth Market for Premium Sports Rights Increase in Sports Media Rights Contracts Average Annual Value (AAV)(1) vs. Prior Deal Broadcaster CBS / FOX/ NBC/ ESPN Sky / BT ESPN / Fox / TBS NBC ESPN / Turner Current Term 2014–2022 (9 Years) 2016–2019 (3 years) 2014–2021 (8 years) 2011–2020 (10 years) 20
Slide 9: Who's Who in Formula One
Who’s Who in Formula One Regulatory body of F1 Fédération Internationale de l’Automobile (FIA) Exclusive commercial rights holder for F1 Formula One Race Promoters Host championship races Race Teams Compete in championship Broadcast & Sponsorship Partners Commercial partners
Slide 10: Diverse Revenue Drivers
Diverse Revenue Drivers % of Total Revenues(2) Typical Contract Length Race Promotion Fees paid to host, stage and promote events Contracts typically have automatic escalators Broadcasting Contracts with ~100 broadcasters(1) Average broadcast contract typically includes annual escalator F1 has histo
Slide 11: Low Risk Business Model with Long-Term Contracts
Low Risk Business Model with Long-Term Contracts Multiple revenue streams High-quality and government counterparties Staggered revenue renewals with long-term contracts Approximately $9.3b of revenue under long-term contracts(1) extending through 2026 Represents 5.1x LTM 7/31/2016 revenue Limited ob
Slide 12: Significant Profitability and Cash Flow Conversion
Significant Profitability and Cash Flow Conversion Note: Please see “Important Note Regarding Formula One Financial Information” at the beginning of this slide presentation. Defined as Revenue less operating costs, SG&A expense, FX and other adjustments; excludes team payments and certain one-time e
Slide 13: Big Opportunity at Formula One
Big Opportunity at Formula One Adding to the strong foundation built by current management, teams and FIA F1 is world’s leading commercial sport entertainment franchise Opportunity to develop the sport for benefit of all stakeholders (fans, teams, partners, shareholders) Select opportunities include
Slide 14: Liberty Media is excited for the journey ahead
Liberty Media is excited for the journey ahead
Slide 15: Liberty Media is excited for the journey ahead
Liberty Media is excited for the journey ahead. r £E @
Slide 16: Transaction Summary
Transaction Summary Terms Overview Liberty Media Corporation (“Liberty Media”) has agreed to acquire all outstanding shares(1) of Delta Topco, the holding company for the Formula One business (“F1”) Delta Topco to be subsidiary of Liberty Media and will be attributed to Liberty Media Group tracking
Slide 17: Transaction Sources and Uses
Transaction Sources and Uses First closing occurred simultaneous with transaction signing on September 7th Liberty Media paid cash consideration of $746m to Sellers in exchange for 18.7% interest in F1 ($821m less $75m discount to be repaid at second closing) Remainder of consideration (including $7
Slide 18: Summary Financial Performance
Summary Financial Performance Historically average 95%+ free cash conversion ($ in millions) Note: Please see “Important Note Regarding Formula One Financial Information” at the beginning of this slide presentation. Defined as Revenue less operating costs, SG&A expense, FX and other adjustments; exc
Slide 19: Transaction Valuation Summary
Transaction Valuation Summary Deconstructing the Purchase Price at Second Close Note: Please see “Important Note Regarding Formula One Financial Information” at the beginning of this slide presentation. Excludes existing debt attributed to Liberty Media Group. 138m LMCK shares based on Reference Pri
Slide 20: Formula One Group Ownership Structure and Capitalization
Formula One Group Ownership Structure and Capitalization Formula One Group Ownership Formula One Group Economic Ownership (1) Liberty Media Group Existing Shareholders F1 Existing Shareholders Note: Shares issued to Sellers are non-voting Series C Liberty Media Group shares. Based on undiluted share
Slide 21: Pro Forma Formula One Group Capitalization
Pro Forma Formula One Group Capitalization Note: Share prices as of 9/2/16. Based on Reference Price of LMCK shares of $21.26 and F1 cash balance as of 7/31/16 of $691m. Represents 9.1m BATRK shares at $16.94 per share. Includes holdings in Time, Inc., Ideiasnet and Viacom as of 9/2/16 and other deb
Slide 22: Transaction Structure Overview
Transaction Structure Overview Post First Closing Post Second Closing Liberty Media Group(1) F1 18.7% Ownership Liberty Media Group is one of three tracking stocks of Liberty Media Corporation. Liberty Media Corporation is legal entity with ownership interest in Delta Topco; assets and liabilities o
Slide 23: 2016 World Championship Race Schedule
2016 World Championship Race Schedule 18 – 20 Mar 2016 Formula 1 Rolex Australian Grand Prix 01 – 03 Apr 2016 Formula 1 Gulf Air Bahrain Grand Prix 29 Apr – 01 May 2016 Formula 1 Russian Grand Prix 26 – 29 May Formula 1 Grand Prix De Monaco 2016 (1) 15 – 17 Apr 2016 Formula 1 Pirelli Chinese Grand P
Slide 24: Historical success in expanding the World Championship race calendar
Historical success in expanding the World Championship race calendar to 21 events in 2016 32 countries have historically hosted a race Potential future race opportunities in attractive new markets Race expansion creates new race fans and increases commercial opportunities Track Record of Successful
Slide 25: Summary of 2016 F1 Teams
Summary of 2016 F1 Teams Drivers: Daniil Kyvat Carlos Sainz Podium Finishes: 1 Championship Titles: NA Drivers: Fernando Alonso Jenson Button Podium Finishes: 391 Championship Titles: 8 Drivers: Romain Grosjean Esteban Gutierrez Podium Finishes: NA Championship Titles: NA Drivers: Kevin Magnussen Jo
Slide 26: Summary of 2016 F1 Teams
Summary of 2016 Fl Teams pean DE as Peter Standings ea Red Bull sm SCUDERIF me Z) et Oe || seer & EB Seas Drivers: Drivers: Drivers: Drivers: Drivers: 3: Daniel Ricciardo + Lewis Hamilton + Daniel Ricciardo. ‘+ Sebastian Vettel + Felipe Massa + Sergio Perez A, Sebastian Vetta! + Nico Rosberg + Max V