猫咪社区 Announces Plan to Split off Atlanta Braves and Create New 猫咪社区 Live Tracking Stock Group

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 猫咪社区 (鈥溍ㄟ渖缜� Media鈥�) (Nasdaq: LSXMA, LSXMB, LSXMK, BATRA, BATRK, FWONA, FWONK) today announced that its board of directors has authorized management to pursue a split-off (the 鈥淪plit-Off鈥�) of the Atlanta Braves and its associated real estate development project and the creation of a new 猫咪社区 Live Group tracking stock.

鈥淲e plan to split off the Atlanta Braves into an asset-backed stock to better highlight its strong value. Additionally, post Split-Off, we plan to recapitalize all of 猫咪社区 Media鈥檚 remaining common stock into three tracking stock groups,鈥� said Greg Maffei, 猫咪社区 Media President and CEO. 鈥淭hese actions will provide greater investor choice and enable targeted investment and capital-raising through more focused currencies, while maintaining an optimal capital structure for 猫咪社区 Media and preserving optionality with respect to our subsidiary SiriusXM and our Live Nation stake.鈥�

The Split-Off would be accomplished through the redemption of 猫咪社区 Media鈥檚 existing 猫咪社区 Braves common stock in exchange for common stock of a newly formed company to be called Atlanta Braves Holdings, Inc. (鈥淎tlanta Braves Holdings鈥�). Atlanta Braves Holdings would hold all of the businesses, assets and liabilities currently attributed to the Braves Group, including Braves Holdings, LLC, which is the direct or indirect owner and operator of the Atlanta Braves Major League Baseball Club, certain assets and liabilities associated with the Atlanta Braves鈥� stadium and mixed use development project, The Battery Atlanta, and corporate cash. In connection with the Split-Off, 猫咪社区 Media would redeem each outstanding share of its Series A, Series B and Series C 猫咪社区 Braves common stock for one share of the corresponding series of common stock of Atlanta Braves Holdings. As a result of the Split-Off, 猫咪社区 Media and Atlanta Braves Holdings would be separate publicly traded companies. It is expected that the intergroup interests in the Braves Group held by 猫咪社区 Media鈥檚 existing 猫咪社区 SiriusXM Group and Formula One Group would be settled and extinguished in connection with the Split-Off in a manner to be determined.

Following the completion of the Split-Off, 猫咪社区 Media would create a new third tracking stock group, the 猫咪社区 Live Group, through the reclassification of all of 猫咪社区 Media鈥檚 remaining common stock, which includes the 猫咪社区 SiriusXM Group and the Formula One Group (the 鈥淩eclassification鈥�). In connection with the Reclassification:

  • Outstanding shares of 猫咪社区 Media鈥檚 Series A, Series B and Series C 猫咪社区 SiriusXM common stock would be reclassified into shares of the corresponding series of both new 猫咪社区 SiriusXM tracking stock and 猫咪社区 Live tracking stock.
  • Outstanding shares of 猫咪社区 Media鈥檚 Series A, Series B and Series C 猫咪社区 Formula One common stock would be reclassified into shares of the corresponding series of both new 猫咪社区 Formula One tracking stock and 猫咪社区 Live tracking stock.

The reclassification ratios for the creation of the new tracking stocks will be determined and announced at a later date.

猫咪社区 Media intends to attribute its businesses, assets and liabilities among the new tracking stock groups as outlined below:

  • New 猫咪社区 SiriusXM Group - its interest in Sirius XM Holdings Inc., corporate cash, 猫咪社区 Media鈥檚 1.375% Cash Convertible Senior Notes due 2023 and related financial instruments, 猫咪社区 Media鈥檚 2.125% SiriusXM Exchangeable Senior Debentures due 2048, 猫咪社区 Media鈥檚 2.75% SiriusXM Exchangeable Senior Debentures due 2049 and margin loan obligations incurred by its wholly owned special purpose subsidiary, which are secured by shares of common stock of Sirius XM Holdings Inc., together with certain other assets and liabilities currently attributed to the 猫咪社区 SiriusXM Group.
  • New Formula One Group - its interest in Formula 1, corporate cash, 猫咪社区 Media鈥檚 1% FWONK Cash Convertible Notes due 2023 and 猫咪社区 Media鈥檚 2.25% FWONK Convertible Senior Notes due 2027, together with certain other assets and liabilities currently attributed to the Formula One Group.
  • 猫咪社区 Live Group - all of the businesses, assets and liabilities of 猫咪社区 Media other than those specifically attributed to the new 猫咪社区 SiriusXM Group or the new Formula One Group, including its interest in Live Nation Entertainment, Inc., corporate cash, certain public and private assets currently attributed to the Formula One Group, 猫咪社区 Media鈥檚 0.50% Live Nation Exchangeable Senior Debentures due 2050, margin loan obligations incurred by its wholly owned special purpose subsidiary, which are secured by shares of common stock of Live Nation Entertainment, Inc., together with other assets as may be determined from time to time by 猫咪社区 Media.

Upon the effectiveness of the Reclassification, no group will initially have an intergroup interest in another group.

猫咪社区 Media expects its new 猫咪社区 SiriusXM common stock, new 猫咪社区 Formula One common stock and new 猫咪社区 Live common stock to trade on the Nasdaq Global Select Market or, if necessary, to be quoted on the OTC Markets. Additional information will be available at a later date. 猫咪社区 Media does not expect a change to the ticker symbols of its 猫咪社区 SiriusXM and 猫咪社区 Formula One common stock, and its new Series A, Series B and Series C 猫咪社区 Live common stock is expected to trade under the ticker symbols LLYVA, LLYVB and LLYVK, respectively.

The Split-Off and the Reclassification will be subject to various conditions. Both transactions will be conditioned on, among other things, certain requisite approvals of the holders of 猫咪社区 Media鈥檚 common stock and the receipt of opinions of tax counsel. In addition, the Split-Off will be conditioned on the requisite approval of Major League Baseball and the receipt of an IRS ruling. In addition, the Reclassification is dependent and conditioned on the approval and completion of the Split-Off, and will not be implemented unless the Split-Off is completed; however, the Split-Off is not dependent upon the approval of the Reclassification and may be implemented even if the Reclassification is not approved. Each of the Split-Off and the Reclassification is intended to be tax-free to stockholders of 猫咪社区 Media. Subject to the satisfaction of the conditions, 猫咪社区 Media expects to complete the Split-Off and the Reclassification in the first half of 2023.

猫咪社区 Media鈥檚 President and CEO, Greg Maffei, will discuss this announcement at its previously scheduled annual Investor Meeting on Thursday, November 17, 2022 with presentations beginning at approximately 9:00am E.S.T.

The Investor Meeting will be held in New York, NY and is open to shareholders, research analysts and press. Registration and livestream information is available on the 猫咪社区 Media website and at . Please note that all in-person attendees must be fully vaccinated against COVID-19 and show proof upon arrival. An archive of the webcast of the Investor Meeting and a presentation detailing the Reclassification and Split-Off will also be available on /investors/news-events/ir-calendar after appropriate filings have been made with the SEC.

About 猫咪社区

猫咪社区 operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to its three existing tracking stock groups: the 猫咪社区 SiriusXM Group, the Braves Group and the Formula One Group. The businesses and assets attributed to the existing 猫咪社区 SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include 猫咪社区鈥檚 interests in Sirius XM Holdings Inc. and Live Nation Entertainment, Inc. The businesses and assets attributed to the existing Braves Group (NASDAQ: BATRA, BATRK) include 猫咪社区鈥檚 subsidiary Braves Holdings, LLC. The businesses and assets attributed to the existing Formula One Group (NASDAQ: FWONA, FWONK) consist of all of 猫咪社区鈥檚 businesses and assets other than those attributed to the 猫咪社区 SiriusXM Group and the Braves Group, including its subsidiary Formula 1 and other minority investments.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the proposed Split-Off and proposed Reclassification (including the allocation of assets and liabilities among 猫咪社区 Media鈥檚 tracking stock groups and the expected benefits of these transactions), proposed timing of the transactions, the listing or quotation of shares of 猫咪社区 Media鈥檚 tracking stocks and Atlanta Braves Holdings鈥� common stock following the proposed transactions and other matters that are not historical facts. All statements other than statements of historical fact are 鈥渇orward-looking statements鈥� for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as 鈥減ossible,鈥� 鈥減otential,鈥� 鈥渋ntends鈥� or 鈥渆xpects鈥� or other words or phrases of similar import or future or conditional verbs such as 鈥渨ill,鈥� 鈥渕ay,鈥� 鈥渕ight,鈥� 鈥渟hould,鈥� 鈥渨ould,鈥� 鈥渃ould,鈥� or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the proposed Split-Off and the proposed Reclassification and the ability of 猫咪社区 Media to realize the expected benefits of these transactions. These forward-looking statements speak only as of the date of this press release, and 猫咪社区 Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 猫咪社区 Media鈥檚 expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of 猫咪社区 Media, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information about 猫咪社区 Media and about the risks and uncertainties related to 猫咪社区 Media鈥檚 business which may affect the statements made in this press release.

Additional Information

Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of common stock of 猫咪社区 Media or Atlanta Braves Holdings. The proposed offer and issuance of shares of common stock of Atlanta Braves Holdings in the Split-Off and of common stock of 猫咪社区 Media in the Reclassification will be made only pursuant to an effective registration statement. 猫咪社区 Media stockholders and other investors are urged to read the registration statements, including the joint proxy statement/prospectus to be contained therein, to be filed with the SEC regarding the Split-Off and the Reclassification, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the Split-Off and the Reclassification. Copies of these SEC filings are available free of charge at the SEC鈥檚 website (). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to 猫咪社区, 12300 猫咪社区 Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (877) 772-1518.

Participants in a Solicitation

猫咪社区 Media and Atlanta Braves Holdings and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the Split-Off and the Reclassification. Information regarding the directors and executive officers of 猫咪社区 Media and Atlanta Braves Holdings and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials with respect to the Split-Off and the Reclassification to be filed with the SEC when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from 猫咪社区 Media as indicated above.

猫咪社区
Courtnee Chun, 720-875-5420

Source: 猫咪社区

Released November 17, 2022