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

Liberty Media Corporation announces the delisting of its Liberty SiriusXM common stock from Nasdaq, expected to occur after market close on September 9, 2024, following shareholder approval of the redemptive split-off of Liberty SiriusXM Holdings Inc.

Summary

• Liberty Media Corporation (Liberty Media) announced the planned delisting of its Series A, B, and C Liberty SiriusXM common stock (LSXMA, LSXMB, LSXMK) from The Nasdaq Stock Market LLC (Nasdaq).
• The delisting is expected to occur after market close on September 9, 2024, assuming the conditions to the previously announced redemptive split-off (Split-Off) of Liberty Sirius XM Holdings Inc. (SplitCo) are met or waived.
• Liberty Media has notified Nasdaq of its intention to voluntarily delist and deregister the shares of Liberty SiriusXM Common Stock.
• Concurrently with the delisting, shares of SplitCo common stock are expected to begin trading on Nasdaq under the ticker symbol SIRI as of September 10, 2024.
• At a special meeting held on August 23, 2024, holders of LSXMA and LSXMB approved the Split-Off Proposal and the Adjournment Proposal.
• The Split-Off Proposal involved the redemption of each outstanding share of LSXMA, LSXMB, and LSXMK in exchange for shares of SplitCo common stock based on the Exchange Ratio defined in the Reorganization Agreement.
• The Adjournment Proposal was to approve the adjournment of the Special Meeting to solicit additional proxies if needed, but the meeting was not adjourned prior to the votes on the Split-Off Proposal.

Sentiment

Score: 7

Explanation: The announcement is generally positive as it confirms the progression of the split-off plan, which has been approved by shareholders. The sentiment is slightly tempered by the inherent risks and uncertainties associated with forward-looking statements.

Positives

• Shareholders approved the Split-Off Proposal, indicating support for the strategic move.
• The commencement of trading for SplitCo under the ticker SIRI on September 10, 2024, provides investors with a clear timeline for the new entity's market presence.

Risks

• The delisting and subsequent trading of SplitCo shares are contingent on satisfying or waiving the conditions to the Split-Off.
• 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 common stock to occur as planned, contingent on satisfying the conditions to the Split-Off.

Industry Context

This announcement reflects a corporate restructuring strategy to separate and focus business segments, a common practice in the media and entertainment industry to unlock shareholder value and improve operational efficiency.

Stakeholder Impact

• Shareholders of Liberty SiriusXM will receive shares of SplitCo common stock in exchange for their existing shares.
• Investors will have the opportunity to invest directly in SplitCo, which will trade under the ticker symbol SIRI.
• The split-off aims to unlock shareholder value and potentially improve the operational efficiency of both Liberty Media and SplitCo.

Next Steps

• Satisfying or waiving the remaining conditions to the Split-Off.
• Filing appropriate forms with the SEC by Nasdaq on or about September 9, 2024.
• Commencing trading of SplitCo common stock 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 Approval, Reorganization Agreement