425: Liberty Media to Delist Liberty SiriusXM Common Stock Following Split-Off Approval

Liberty Media Corporation announces the delisting of its Liberty SiriusXM common stock from Nasdaq, concurrent with the listing of SplitCo's common stock, following shareholder approval of the redemptive split-off.

Summary

• Liberty Media Corporation announced that its Series A, B, and C Liberty SiriusXM common stock will be delisted from Nasdaq following the 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 with the delisting, SplitCo's common stock is expected to begin trading on Nasdaq under the ticker symbol SIRI as of September 10, 2024.
• At a special meeting on August 23, 2024, Liberty Media's shareholders 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 also approved with 170,220,453 votes for, 1,216,862 votes against, and 256,294 abstentions, although the meeting was not adjourned prior to the votes on the Split-Off Proposal.

Sentiment

Score: 7

Explanation: The announcement is largely procedural, detailing the next steps in a previously announced transaction. The sentiment is neutral to slightly positive as it reflects progress in the corporate restructuring.

Positives

• Shareholder approval has been secured for the split-off, paving the way for the transaction to proceed.
• The commencement of trading for SplitCo's common stock under the SIRI ticker symbol provides clarity for investors.

Negatives

• The delisting of Liberty SiriusXM common stock may cause temporary uncertainty for shareholders.

Risks

• The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including the satisfaction of conditions to the Transactions.
• The document references risk factors detailed in Liberty Media's public filings, including Forms 10-K and 10-Q, which may affect the statements made in the report.

Future Outlook

Liberty Media expects that Liberty Medias shares of Series A Liberty SiriusXM common stock (LSXMA), Series B Liberty SiriusXM common stock (LSXMB) and Series C Liberty SiriusXM common stock (LSXMK, and collectively with LSXMA and LSXMB, the Liberty SiriusXM Common Stock) will cease trading on The Nasdaq Stock Market LLC (Nasdaq) following market close on September 9, 2024 and Concurrently with the delisting of the shares of Liberty SiriusXM Common Stock, Liberty Media expects that the shares of common stock of SplitCo will begin trading on Nasdaq under the ticker symbol SIRI as of September 10, 2024.

Industry Context

This announcement reflects a strategic corporate restructuring to separate and streamline Liberty Media's assets, potentially allowing for better valuation and focus for both the remaining Liberty Media entities and the newly formed SplitCo (Sirius XM).

Stakeholder Impact

• Shareholders of Liberty SiriusXM will receive shares of SplitCo in exchange for their existing shares.
• The delisting and subsequent listing may impact the trading behavior and valuation of the respective stocks.

Next Steps

• Liberty Media will notify Nasdaq of its intention to voluntarily delist and deregister the shares of Liberty SiriusXM Common Stock.
• Nasdaq will file appropriate forms with the SEC on or about September 9, 2024.
• SplitCo's common stock will begin trading on Nasdaq under the ticker symbol SIRI as of September 10, 2024.

Key Dates

Keywords

Split-Off, Liberty SiriusXM, Delisting, Nasdaq, SplitCo, SIRI, Shareholder Approval, Redemption