Liberty Media Corporation - Series A Liberty Formula One · NASDAQ:FWONA
Liberty Media Corporation - Series A Liberty Formula One — Liberty Media — Merger or Acquisition (April 2020)
8 slides from Liberty Media Corporation - Series A Liberty Formula One's merger presentation, April 2020
Slide 1: Reattribution Between Formula One Group (FWON) and Liberty SiriusXM Group (LSXM)
Liberty Media Corporation Reattribution Between Formula One Group (“FWON”) and Liberty SiriusXM Group (“LSXM”)
Slide 2: Cautionary Statements; Disclaimer
Cautionary Statements; Disclaimer 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 benefits of the reattribution, the proposed rights offering, including
Slide 3: FWON / LSXM Group Reattribution
FWON / LSXM Group Reattribution Previous Structure Debt • F1 Opco TLB + RCF 72% Debt 100% 33% 15% • LMC Basket 1.375% Convertible • SIRI 2.75% Exchangeable • FWONK 1% Convertible • SIRI 2.125% Exchangeable • LYV 2.25% Exchangeable Other Private • SIRI ML ($350m drawn) • T 2.25% Exchangeable Assets •
Slide 4: Reattribution Overview
Reattribution Overview • $1.5b Net Asset Value Reattributed from FWON to LSXM • Assets: $2.8b • Entire LYV stake (69.6m shares) = $2.6b • 5.3 million FWON shares as intergroup interest to cover exposure under 1.375% convertible note = $126m • Entire LSXM intergroup interest (1.9m shares) = $58m • 1.
Slide 5: Benefits to FWON Shareholders
Benefits to FWON Shareholders • Creates pure-play FWON stock tied to F1’s business • Strengthens FWON (Holdco) balance sheet • Increases cash liquidity by approximately $1.4b • Eliminates $1.3b parent level debt attributed to FWON • Provides potential liquidity for F1 in event of continued delay of
Slide 6: LYV Call Spread
LYV Call Spread • Provides participation right to FWON in event of early upside in LYV • Upside insurance in favor of FWON • FWON will purchase from LSXM a European-style call option on LYV stake with a $36.72 strike price(1) and will sell LSXM a European-style call option on LYV stake with a strike
Slide 7: Benefits to LSXM Shareholders
Benefits to LSXM Shareholders • Interest in LYV complementary to SIRI interest • Aligns our interests in two leaders of live entertainment and audio industries • Enhances potential for synergies • Removes market perception that Liberty may need to take action (e.g., collapsing trackers) to protect F
Slide 8: Summary Terms of LSXM Subscription Rights Offering
Summary Terms of LSXM Subscription Rights Offering • Overview: Each LSXM stockholder will receive a subscription right to acquire shares of LSXMK at 20% discount to post-announcement VWAP of LSXMK • Size: $750m • Pro Rata Commitment: John Malone and Greg Maffei intend to exercise their basic subscri