Spin-off - Liberty Media Corp
Form Type: 425
Filing Date: 2025-05-30
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925054983
Filing Summary: On May 28, 2025, LN Holdings 1, LLC, an indirect wholly owned subsidiary of Liberty Media Corporation, entered into agreements for variable forward transactions obligating the subsidiary to deliver an aggregate of 10,488,960 shares of Live Nation Entertainment's common stock. Additionally, the transactions were established in anticipation of the split-off of Liberty Media's Liberty Live Group, allowing SplitCo, the newly formed company, to assume certain assets and liabilities and entitling debenture holders to exchange their securities. The agreements allow for prepayment of approximately $1.15 billion from the Dealers, aimed to bolster liquidity for SplitCo, and secure the subsidiary’s obligations under the forward contracts through a pledge of the shares, while retaining voting rights during the pledge period. There are no changes to Liberty Media's beneficial ownership of Live Nation as a result of these agreements, which remains accounted at approximately 30%.
Additional details:
Date Of Event Reported: 2025-05-28
Number Of Shares: 10,488,960
Initial Share Price: $137.4500
Forward Floor Price: $109.9600
Forward Cap Price: $179.3723
Total Prepayment Amount: $1.15 billion
Form Type: 8-K
Filing Date: 2025-05-30
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925054982
Filing Summary: Liberty Media Corporation, through its subsidiary LN Holdings 1, LLC, entered into 2025 Forward Contracts to deliver up to 10,488,960 shares of Live Nation Entertainment, Inc. The contracts were formed in contemplation of the spin-off of Liberty Media’s Liberty Live Group to a new entity, Liberty Live Holdings, Inc. (SplitCo). This spin-off will involve the redemption of Liberty Live common stock for shares of SplitCo and will allow SplitCo to assume certain assets and liabilities, including equity interests in Live Nation and exchangeable debentures. SplitCo will provide liquidity to settle any potential puts or exchanges made by debenture holders post spin-off. The document emphasizes the share settlement terms, pricing structure, and the strategic intentions behind these financial instruments and anticipated benefits from the spin-off, including liquidity provisions.
Additional details:
Initial Share Price: 137.4500
Forward Floor Price: 109.9600
Forward Cap Price: 179.3723
Number Of Shares: 10488960
Cash Settlement Option: Yes
Form Type: SCHEDULE 13D/A
Filing Date: 2025-05-30
Corporate Action: Spin-off
Type: Update
Accession Number: 000110465925054987
Filing Summary: This Schedule 13D/A, Amendment No. 6, pertains to Liberty Media Corporation's ownership of common stock in Live Nation Entertainment, Inc. The amendment includes significant updates regarding the 2025 Forward Contracts, entered into by Liberty's subsidiary LN Holdings 1, LLC, which obligates delivery of up to 10,488,960 shares of Live Nation common stock. The contracts are structured to allow cash settlement or share delivery based on stock performance during a Valuation Period ending in Q1 2027. Additionally, this amendment discusses a anticipated Split-Off transaction, wherein Liberty Media's Liberty Live common stock will be exchanged for stock in Liberty Live Holdings, Inc. (SplitCo), which will assume various assets and liabilities, including the Forward Contracts. The document highlights that Liberty Media is the beneficial owner of 69,645,033 shares of Common Stock, representing 29.8% of total shares outstanding, and provides detailed insights into the split-off's implications for Liberty Media's Debentures. It also outlines executive and director details, confirming no legal issues affecting the executives. The amendment was officially filed on May 30, 2025.
Additional details:
Directors Executive Officers: John C. Malone, Robert R. Bennett, Chase Carey, Derek Chang, Brian M. Deevy, M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell, Andrea L. Wong, Brian J. Wendling, Renee L. Wilm
Securities Held: 69,645,033 shares of Common Stock
Ownership Percentage: 29.8
Initial Share Price: 137.4500
Forward Floor Price: 109.9600
Forward Cap Price: 179.3723
Number Of Shares: 10,488,960
Financial Obligation: approximately $1.15 billion
Form Type: 425
Filing Date: 2025-05-29
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925053910
Filing Summary: On May 28, 2025, LN Holdings 1, LLC, an indirect wholly owned subsidiary of Liberty Media Corporation, entered into the 2025 Forward Contracts establishing terms for variable forward transactions involving the delivery of up to 10,488,960 shares of Live Nation Entertainment, Inc. common stock. This action is part of the anticipated spin-off of Liberty Media's Liberty Live Group, which will take place through the redemption of Liberty Live common stock in exchange for shares of a newly formed company, Liberty Live Holdings, Inc. (SplitCo). SplitCo will assume various assets and liabilities of Liberty Media's Liberty Live Group, including equity interests in Live Nation and certain debentures. Holders of the debentures will have options for either putting at par or exchanging their debentures for common stock or cash. The 2025 Forward Contracts are designed to provide liquidity for SplitCo to settle any potential debenture exchanges. LNSPV will pledge shares to secure its obligations under these contracts. As of March 31, 2025, Liberty Media continues to own approximately 30% of Live Nation despite entering into these forward contracts.
Additional details:
Date Of Report: 2025-05-28
Number Of Shares: 10,488,960
Common Stock Par Value: 0.01
Emerging Growth Company: no
Form Type: 8-K
Filing Date: 2025-05-29
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925053905
Filing Summary: On May 28, 2025, Liberty Media Corporation announced significant developments related to its capital structure and future corporate actions. LN Holdings 1, LLC, a wholly owned subsidiary, entered into the 2025 Forward Contracts with several financial institutions obligating it to deliver up to 10,488,960 shares of Live Nation Entertainment, Inc. as part of its strategy surrounding the anticipated split-off of Liberty Live Group. This split-off involves a redemption of Liberty Media’s Liberty Live common stock in exchange for shares in a newly formed company, Liberty Live Holdings, Inc. 'SplitCo'. Following the split-off, SplitCo will assume assets and liabilities including equity interests in Live Nation and the 2.375% exchangeable senior debentures due 2053. Holders of the Debentures will have the option to put or exchange their debentures for shares of Common Stock or cash, raising potential liquidity needs for SplitCo. The forward contracts aim to provide necessary liquidity for fulfilling obligations arising from the put options post-split-off, while LNSPV retains voting rights over pledged shares during the pledge term. Overall, the transaction is structured to maintain Liberty Media’s existing beneficial ownership in Live Nation, estimated at around 30% as of Q1 2025, while facilitating future corporate restructuring and capital management.
Additional details:
Number Of Shares: 10488960
Redemption Type: common stock exchange
Parent Company Name: Liberty Media Corporation
Split Co Name: Liberty Live Holdings, Inc.
Debenture Interest Rate: 2.375%
Debenture Due Date: 2053
Holding Percentage In Live Nation: 30%
Voting Rights Status: retained during pledge term
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