Liberty Media Corporation Prices Private Offering of $1.0 Billion of 2.375% Exchangeable Senior Debentures Due 2053
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Media Corporation (鈥淟iberty鈥�) (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that it has priced and agreed to sell to initial purchasers in a private offering $1.0 billion aggregate original principal amount of its 2.375% exchangeable senior debentures due 2053 (the 鈥淒ebentures鈥�). Liberty has also granted to the initial purchasers an option to purchase up to an additional $150 million aggregate original principal amount of Debentures.
Upon an exchange of Debentures, Liberty may, at its option, deliver shares of Live Nation Entertainment, Inc. (鈥淟ive Nation鈥�) common stock, the value thereof in cash, or a combination of shares of Live Nation common stock and cash. Initially, 9.5320 shares of Live Nation common stock are attributable to each $1,000 original principal amount of Debentures, representing an initial exchange price of approximately $104.91 for each share of Live Nation common stock. A total of approximately 9.5 million shares of Live Nation common stock are initially attributable to the Debentures (assuming the initial purchasers do not exercise their option to purchase additional Debentures). Interest will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2023. The Debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028. Holders of the Debentures also have the right to require Liberty to purchase their Debentures on September 30, 2028. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.
The offering is expected to close on September 14, 2023, subject to the satisfaction of customary closing conditions and is expected to result in approximately $985 million in net proceeds to Liberty after deducting the initial purchasers鈥� discounts and commissions and estimated offering expenses payable by Liberty (assuming no exercise of the initial purchasers鈥� option to purchase additional Debentures). The net proceeds, as well as the Debentures, will be attributed to the Liberty Live Group tracking stock.
Liberty expects to use the net proceeds of the offering to repurchase a total of approximately $713 million in aggregate adjusted principal amount of its 0.5% Exchangeable Senior Debentures due 2050 pursuant to individually privately negotiated transactions. Liberty expects to use the remaining net proceeds of the offering to settle exchanges of, or to redeem or repurchase, its remaining 0.5% Exchangeable Senior Debentures due 2050 in accordance with the terms of the indenture governing such debentures, and for general corporate purposes. As of June 30, 2023, there was $920 million aggregate adjusted principal amount of 0.5% Exchangeable Debentures due 2050 outstanding. The 0.5% Exchangeable Senior Debentures due 2050 may be redeemed by Liberty, in whole or in part, on or after September 1, 2024 and holders of such debentures also have the right to require Liberty to purchase such debentures on September 1, 2024.
The offering of the Debentures has not been registered under the Securities Act of 1933, as amended (the 鈥淪ecurities Act鈥�), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Debentures are being offered by means of an offering memorandum