425: Liberty Media Announces Delisting of Liberty SiriusXM Common Stock Following Split-Off Approval

Liberty Media Corporation will delist its Liberty SiriusXM common stock from Nasdaq following the approval of the redemptive split-off of Liberty Sirius XM Holdings Inc.

Summary

• Liberty Media Corporation announced the expected delisting of its Series A, B, and C Liberty SiriusXM common stock (LSXMA, LSXMB, LSXMK) from Nasdaq following market close on September 9, 2024.
• This delisting is contingent upon the satisfaction or waiver of conditions related to the previously announced redemptive split-off of Liberty Sirius XM Holdings Inc. (SplitCo).
• Concurrently, SplitCo's common stock is expected to begin trading on Nasdaq under the ticker symbol SIRI on September 10, 2024.
• At a special meeting on August 23, 2024, holders of LSXMA and LSXMB approved the split-off proposal and a proposal to adjourn the meeting if necessary to solicit additional proxies.
• The split-off involves Liberty Media redeeming each outstanding share of LSXMA, LSXMB, and LSXMK in exchange for shares of SplitCo common stock based on an Exchange Ratio defined in the Reorganization Agreement.
• The Split-Off Proposal was approved with 171,379,993 votes for, 69,013 votes against, and 244,603 abstentions.
• The Adjournment Proposal was approved with 170,220,453 votes for, 1,216,862 votes against, and 256,294 abstentions, although the meeting was not adjourned.

Sentiment

Score: 7

Explanation: The announcement is generally positive as it reflects progress in the corporate restructuring. The successful shareholder vote and planned listing of SplitCo shares are favorable developments. However, there are inherent risks associated with forward-looking statements and potential market uncertainty during the transition.

Positives

• The split-off proposal was approved by shareholders, paving the way for the creation of a separate, focused entity (SplitCo) and the simplification of Liberty Media's capital structure.
• The commencement of trading for SplitCo (SIRI) on Nasdaq is expected to occur promptly after the delisting of the Liberty SiriusXM tracking stocks.

Negatives

• The delisting of Liberty SiriusXM common stock may create temporary uncertainty for investors holding these shares.

Risks

• The delisting and commencement of trading for SplitCo are subject to the satisfaction or waiver of certain conditions.
• Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.

Future Outlook

Liberty Media expects the delisting of Liberty SiriusXM common stock and the commencement of trading for SplitCo to occur as planned, subject to the satisfaction or waiver of conditions.

Industry Context

This announcement reflects a corporate restructuring strategy to separate and focus business segments, a trend seen across various industries to unlock value and improve operational efficiency.

Stakeholder Impact

• Shareholders of Liberty SiriusXM common stock will receive shares of SplitCo common stock in exchange for their existing shares.
• The split-off and subsequent listing of SplitCo may impact the trading price and liquidity of both Liberty Media and SplitCo shares.

Next Steps

• Liberty Media will request Nasdaq to file appropriate forms with the SEC on or about September 9, 2024.
• SplitCo will proceed with the commencement of trading on Nasdaq under the ticker symbol SIRI on September 10, 2024.

Key Dates

Keywords

Liberty Media, Liberty SiriusXM, Split-Off, Delisting, Nasdaq, SIRI, SplitCo, Shareholder Vote, Reorganization Agreement