O’Melveny Advises Liberty Media on Split-Off of Atlanta Braves Holdings and Reclassification of Tracking Stock
August 8, 2023
FOR IMMEDIATE RELEASE
NEW YORK—August 8, 2023—O’Melveny advised Liberty Media Corporation on the split-off of Atlanta Braves Holdings, Inc., which is the ultimate owner of the Atlanta Braves Major League Baseball Club and its associated mixed-use real estate development. O’Melveny also advised on the reclassification of Liberty Media’s existing common stock and the creation of the new Liberty Live Group common stock.
The transaction was approved on July 17 by holders of Liberty Media common stock. The split-off was completed on July 18 and the reclassification was completed on August 3.
Liberty Media Corporation operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to three tracking stock groups: the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group. The businesses and assets attributed to the Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include Liberty Media’s interest in SiriusXM. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include Liberty Media’s subsidiary Formula 1 and other minority investments. The businesses and assets attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s interest in Live Nation and other minority investments.
Atlanta Braves Holdings, Inc. (NASDAQ: BATRA, BATRK) consists of 100% of the ownership and voting interest in Braves Holdings, LLC, which is the owner and operator of the Atlanta Braves Major League Baseball Club and the mixed-use real estate development, The Battery Atlanta, and is the operator of the Atlanta Braves Major League Baseball Club’s stadium, Truist Park.
The O’Melveny team advising Liberty Media was led by partner and Corporate Department co-chair C. Brophy Christensen, and partners Brad Finkelstein, Noah Kornblith and Robert Wann Jr. The team also included partners Ryan Coombs, Michelle Earley, Jaroslaw Hawrylewicz, Shelly Heyduk, Jeeho Lee, and Robert Plesnarski, counsel Adam Ackerman, Nidhi M. Geevarghese, James M. Harrigan, Ashley Thurman, and Jonathan Waxman, and associates Etienne Dumas, Robert Gregory, Zarrin Haque, Sean Horan, Chloe K. Keedy, Kevin Loquaci, Sahil Nooruddin, and Mollie Yeh.
About O’Melveny
It’s more than what you do: it’s how you do it. Across sectors and borders, in board rooms and courtrooms, we measure our success by yours. And in our interactions, we commit to making your O’Melveny experience as satisfying as the outcomes we help you achieve. Our greatest accomplishment is ensuring that you never have to choose between premier lawyering and exceptional service. So, tell us. What do you want to achieve? Visit us at www.omm.com; read our Insights 2023 report; hear what our lawyers, business professionals, and clients have to say in the “Our DNA” video series, learn more in our firm at-a-glance; and find us on LinkedIn, Twitter, Facebook, Instagram, and YouTube.
Contact:
Brandon JacobsenO’Melveny & Myers LLP
+1 213 430 8024
bjacobsen@omm.com
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Liberty Media issued the following announcement on August 3:
Liberty Media Corporation Completes Reclassification of Tracking Stocks
August 03, 2023 05:25 PM Eastern Daylight Time
ENGLEWOOD, Colo.--(BUSINESS WIRE)--Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced it completed, effective as of 5:00 p.m., New York City time, on August 3, 2023, the previously announced reclassification of its existing Liberty SiriusXM common stock and Liberty Formula One common stock into three new tracking stocks: new Liberty SiriusXM common stock, new Liberty Formula One common stock and Liberty Live common stock (each with three series of common stock) (the “Reclassification”). In the Reclassification,
- • each outstanding share of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock, and
- • each outstanding share of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.
Cash will be paid in lieu of any fractional shares of Liberty Live common stock. Holders of Liberty Media common stock should contact their broker or other nominee for additional details or questions regarding cash in lieu payments.
Liberty Media anticipates that the newly issued shares will commence trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Friday, August 4, 2023 under the following symbols:
Nasdaq Global Select Market
Tracking Stock Symbol
Series A Liberty SiriusXM common stock LSXMA
Series B Liberty SiriusXM common stock LSXMB
Series C Liberty SiriusXM common stock LSXMK
Series A Liberty Formula One common stock FWONA
Series C Liberty Formula One common stock FWONK
Series A Liberty Live common stock LLYVA
Series C Liberty Live common stock LLYVK
OTC Markets
Tracking Stock Symbol
Series B Liberty Formula One common stock FWONB
Series B Liberty Live common stock LLYVB
Effective as of the Reclassification, Liberty Media has outstanding an aggregate of approximately 25.6 million shares of Series A Liberty Live common stock, 2.5 million shares of Series B Liberty Live common stock and 63.6 million shares of Series C Liberty Live common stock.
Forward-Looking Statements
This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the commencement of trading or quotation, as applicable, of the shares of Liberty Media common stock. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” 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. These forward-looking statements speak only as of the date of this communication, and Liberty 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 Liberty Media’s 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 Liberty Media, including its Registration Statement on Form S-4 (File No. 333-268921), as amended, and its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Liberty Media subsequently files with the SEC, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media’s business which may affect the statements made in this communication.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to three tracking stock groups: the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group. The businesses and assets attributed to the Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include Liberty Media’s interest in SiriusXM. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include Liberty Media’s subsidiary Formula 1 and other minority investments. The businesses and assets attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s interest in Live Nation and other minority investments.
Contacts
Liberty Media Corporation
Shane Kleinstein, 720-875-5432
Liberty Media issued the following announcement on July 18:
Liberty Media Corporation Completes Split-Off of Atlanta Braves Holdings, Inc.
July 18, 2023 05:15 PM Eastern Daylight Time
ENGLEWOOD, Colo.--(BUSINESS WIRE)--Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK) announced that it completed the split-off (the “Split-Off”) of Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”) (Nasdaq: BATRA, BATRK) at 5:00 p.m., New York City time, today. As a result, Liberty Media and Atlanta Braves Holdings are now separate publicly traded companies. Atlanta Braves Holdings Series A common stock and Series C common stock will begin trading on Wednesday, July 19, 2023 on the Nasdaq Stock Market, under the symbols “BATRA” and “BATRK”, respectively. Atlanta Braves Holdings Series B common stock will be quoted on the OTC Markets under the symbol “BATRB.”
Liberty Media’s Liberty SiriusXM common stock and Liberty Formula One common stock will continue trading following the Split-Off until the completion of its previously announced reclassification of its existing common stock and the creation of the new Liberty Live common stock on August 3, 2023 after market close (the “Reclassification”). For additional details regarding the Reclassification, please see the press release issued by Liberty Media earlier today, July 18, 2023.
Forward-Looking Statements
This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the completion of the proposed Reclassification. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” 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 all other conditions to the proposed Reclassification. These forward-looking statements speak only as of the date of this communication, and Liberty 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 Liberty Media’s 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 Liberty Media, including its Registration Statement on Form S-4 (File No. 333-268921), as amended, and its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Liberty Media subsequently files with the SEC, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media’s business which may affect the statements made in this communication.
Additional Information
Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of common stock of Liberty Media or Atlanta Braves Holdings. The proposed offer and issuance of shares of common stock of Liberty Media or Atlanta Braves Holdings, as applicable, in the distribution of Atlanta Braves Holdings Series C common stock to holders of Liberty Formula One common stock as of the previously disclosed record date (the “Formula One Distribution”) and the Reclassification will be made only pursuant to each company’s respective effective registration statement. Liberty Media stockholders and other investors are urged to read the registration statements, including the joint proxy statement/prospectus forming a part thereof regarding Reclassification and Formula One Distribution, and any other relevant documents filed as exhibits therewith, as well as any amendments or supplements to those documents, because they will contain important information about the Reclassification and the Formula One Distribution. Copies of these SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (877) 772-1518.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to two tracking stock groups: the Liberty SiriusXM Group and the Formula One Group. The businesses and assets attributed to the Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include Liberty Media Corporation’s interests in SiriusXM and Live Nation Entertainment. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) consist of all of Liberty Media Corporation’s businesses and assets other than those attributed to the Liberty SiriusXM Group, including its subsidiary Formula 1 and other minority investments.
Contacts
Liberty Media Corporation
Shane Kleinstein, 720-875-5432