UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported): December 11, 2023
LIBERTY
MEDIA CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware | |
001-35707 | |
37-1699499 |
(State or other jurisdiction of
incorporation or organization) | |
(Commission
File Number) | |
(I.R.S. Employer
Identification No.) |
12300
Liberty Blvd.
Englewood,
Colorado 80112
(Address of principal executive offices and zip
code)
Registrant's telephone number, including area
code: (720) 875-5400
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which
registered |
| Series
A Liberty SiriusXM Common Stock |
LSXMA |
The
Nasdaq Stock Market LLC |
| Series
B Liberty SiriusXM Common Stock |
LSXMB |
The
Nasdaq Stock Market LLC |
| Series
C Liberty SiriusXM Common Stock |
LSXMK |
The
Nasdaq Stock Market LLC |
| Series
A Liberty Formula One Common Stock |
FWONA |
The
Nasdaq Stock Market LLC |
| Series
C Liberty Formula One Common Stock |
FWONK |
The
Nasdaq Stock Market LLC |
| Series
A Liberty Live Common Stock |
LLYVA |
The
Nasdaq Stock Market LLC |
| Series
C Liberty Live Common Stock |
LLYVK |
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On December 12, 2023, Liberty
Media Corporation, a Delaware corporation (“Liberty Media”), and Sirius XM Holdings Inc., a Delaware corporation (“SiriusXM”),
issued a joint press release, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference, announcing the execution
of (i) a Reorganization Agreement, dated December 11, 2023, by and among Liberty Media, SiriusXM and Liberty Sirius XM Holdings Inc.,
a Delaware corporation and a wholly owned subsidiary of Liberty Media (“SplitCo”), pursuant to which, upon the terms
and subject to the conditions set forth therein, Liberty Media will cause SplitCo to be split-off from Liberty Media, and (ii) an Agreement
and Plan of Merger, dated December 11, 2023, by and among Liberty Media, SiriusXM, SplitCo and Radio Merger Sub, LLC, a Delaware limited
liability company and a wholly owned subsidiary of SplitCo (“Merger Sub”), pursuant to which, upon the terms and subject
to the conditions set forth therein, Merger Sub will merge with and into SiriusXM, with SiriusXM surviving as a wholly owned subsidiary
of SplitCo.
Also on December 12, 2023,
Liberty Media made available on its website a slide show presentation regarding the transactions described herein and in the press release
and further regarding the Liberty SiriusXM Group and SiriusXM businesses in connection with a joint investor conference call to be held
with investors at 8:30 a.m., Eastern Time, on December 12, 2023. Information on how to participate in the call can be found in the press
release. A copy of the presentation is filed herewith as Exhibit 99.2 and incorporated herein by reference.
The press release and investor
presentation are being filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K in compliance
with Rule 425 of the Securities Act of 1933, as amended, and Rule 14a-12 under the Securities Exchange Act of 1934, as amended, and are
hereby incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K 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 transaction, proposed trading of SplitCo common stock and other matters
related to such proposed transaction. 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 and the timing
of events to differ materially from those expressed or implied by such statements, including, but not limited to: historical financial
information may not be representative of future results; there may be significant transaction costs and integration costs in connection
with the proposed transaction (including significant tax liability); the parties may not realize the potential benefits of the proposed
transaction in the near term or at all; an active trading market for SplitCo common stock may not develop; the uncertainty of the market
value of the SplitCo common stock; the satisfaction of all conditions to the proposed transaction; the proposed transaction may not be
consummated; Liberty Media and SiriusXM may need to use resources that are needed in other parts of its business to do so; there may be
liabilities that are not known, probable or estimable at this time; the proposed transaction may result in the diversion of management’s
time and attention to issues relating to the proposed transaction and integration; unfavorable outcome of legal proceedings that may be
instituted against Liberty Media and/or SiriusXM following the announcement of the proposed transaction; risks related to disruption of
management time from ongoing business operations due to the proposed transaction; risks inherent to the business may result in additional
strategic and operational risks, which may impact Liberty Media, SplitCo and/or SiriusXM’s risk profiles, which each company may
not be able to mitigate effectively; and other risks and uncertainties detailed in periodic reports that Liberty Media and SiriusXM file
with the SEC. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and Liberty Media and SiriusXM
expressly disclaim 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 or SiriusXM’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 and SiriusXM, including
their 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 or SiriusXM subsequently file with the Securities and Exchange Commission (“SEC”), for additional information about Liberty Media and SiriusXM and about the risks
and uncertainties related to Liberty Media’s and SiriusXM’s businesses which may affect the statements made in this Current
Report on Form 8-K.
Additional Information
Nothing in this Current Report
on Form 8-K shall constitute a solicitation to buy or an offer to sell shares of common stock of Liberty Media, SiriusXM or SplitCo. The
proposed offer and issuance of shares of SplitCo common stock in the proposed transactions will be made only pursuant to an effective
registration statement on Form S-4, including a proxy statement of Liberty Media, prospectus of SplitCo, and information statement of
SiriusXM. LIBERTY MEDIA AND SIRIUSXM STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT WHEN IT IS AVAILABLE,
TOGETHER WITH ALL RELEVANT SEC FILINGS REGARDING THE PROPOSED TRANSACTION, 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 PROPOSED TRANSACTION.
After the registration statement is declared effective, the proxy statement/prospectus/information statement and other relevant materials
for the proposed transaction will be mailed to all Liberty Media and SiriusXM stockholders. Copies of these SEC filings will be 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 or Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th
Floor, New York, New York 10021, Attention: Investor Relations, (212) 584-5100.
Participants in a Solicitation
Liberty
Media anticipates that the following individuals will be participants (the “Liberty Media
Participants”) in the solicitation of proxies from holders of Liberty Media’s LSXMA and LSXMB common stock in connection
with the proposed transaction: John C. Malone, Chairman of the Board of Directors of Liberty Media, Robert R. Bennett, Derek Chang, Brian
M. Deevy, M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell, and Andrea L. Wong, all of whom are members of the Board of Directors
of Liberty Media, Gregory B. Maffei, Liberty Media’s President, Chief Executive Officer and Director, and Brian J. Wendling, Liberty
Media’s Chief Accounting Officer and Principal Financial Officer. Information regarding the Liberty Media Participants, including
a description of their direct or indirect interests, by security holdings or otherwise, can be found under the caption “Security
Ownership of Certain Beneficial Owners and Management—Pro Forma Security Ownership of Management of Liberty Media Following the
Reclassification” contained in Liberty Media’s registration statement on Form S-4 (the “S-4”),
which was filed with the SEC on June 8, 2023 and is available at: https://www.sec.gov/Archives/edgar/data/1560385/000110465923069028/tm2232384-33_s4a.htm.
To the extent that certain Liberty Media Participants or their affiliates have acquired or disposed of security holdings since the “as
of” date disclosed in the S-4, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4
or amendments to beneficial ownership reports on Schedules 13D filed with the SEC, which are available at: https://www.sec.gov/edgar/browse/?CIK=1560385&owner=exclude.
Additional information regarding the Liberty Media Participants in the proxy solicitation and a description of their interests will be
contained in the proxy statement for Liberty Media’s special meeting of stockholders and other relevant materials to be filed with
the SEC in respect of the contemplated transactions when they become available. These documents can be obtained free of charge from the
sources indicated above.
SiriusXM anticipates that
the following individuals will be participants (the “SiriusXM Participants”) in the solicitation of proxies from holders
of Liberty Media’s LSXMA and LSXMB common stock in connection with the proposed transaction Gregory B. Maffei, Chairman of the
SiriusXM Board of Directors, David A. Blau, Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Evan D. Malone, James E. Meyer,
Jonelle Procope, Michael Rapino, Kristina M. Salen, Carl E. Vogel and David Zaslav, all of whom are members of SiriusXM’s Board
of Directors, Jennifer Witz, SiriusXM’s Chief Executive Officer and Director and Thomas D. Barry, SiriusXM’s Chief Financial
Officer. Information regarding the SiriusXM Participants, including a description of their direct or indirect interests, by security
holdings or otherwise, can be found under the caption “Stock Ownership” contained in Sirius XM’s definitive proxy statement
for its 2023 annual meeting of stockholders (the “2023 Proxy Statement”), which was filed with the SEC on April 21,
2023 and is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/908937/000093041323001281/c105679_def14a-ixbrl.htm.
To the extent that certain SiriusXM Participants or their affiliates have acquired or disposed of security holdings since the “as
of” date disclosed in the 2023 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership
on Form 4, which are available at: https://www.sec.gov/edgar/browse/?CIK=908937&owner=exclude. Additional information regarding certain
of the SiriusXM Participants in the proxy solicitation and a description of their interests will be contained in the information statement
and other relevant materials to be filed with the SEC in respect of the contemplated transactions when they become available. These documents
can be obtained free of charge from the sources indicated above.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: December
12, 2023
| |
LIBERTY MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/ Brittany A. Uthoff |
| |
|
Name: Brittany A. Uthoff |
| |
|
Title: Vice President and Assistant Secretary |
Exhibit 99.1
Liberty Media and SiriusXM Announce Transaction
to Simplify Ownership Structure of SiriusXM
Liberty SiriusXM Tracking Stock Group Will
Combine with SiriusXM and Form a New Public Company
Transaction Builds on SiriusXM’s Durable
Foundation and Positions Company to Drive Growth
and Create Stockholder Value
Liberty and SiriusXM to Host Conference Call
Today at 8:30 AM ET
ENGLEWOOD,
Colo. and NEW YORK -- December 12, 2023 -- Liberty Media Corporation (“Liberty Media” or “Liberty”)
(NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (NASDAQ: SIRI) (“SiriusXM” or the “Company”),
the leading audio entertainment company in North America, today announced that they have entered into definitive agreements whereby Liberty
Media’s Liberty SiriusXM tracking stock group (NASDAQ: LSXMA, LSXMB and LSXMK) (collectively “LSXM”), will be combined
with SiriusXM to create a new public company (“New SiriusXM”), which will continue to operate under the SiriusXM name and
brand. New SiriusXM will have a single outstanding series of common stock and is expected to continue to be traded on the Nasdaq Global
Select Market under the ticker symbol “SIRI”.
“We have reached an important milestone in Liberty’s ownership
of SiriusXM. This combination will create value for all stockholders by eliminating the tracking stock structure, enhancing liquidity
and allowing former LSXM stockholders to participate directly in the ongoing performance of SiriusXM,” said Greg Maffei, Liberty
President & CEO. “SiriusXM commands the largest paid share-of-ear in the car and has proven itself as an incredibly successful
and profitable business. We are confident SiriusXM will continue to create value by building on its resilient business model to execute
its strategic initiatives. We look forward to remaining meaningfully involved in the business and significant stockholders.”
“We are pleased that the Special Committee of our Board of Directors
has reached this agreement with Liberty Media, which will allow SiriusXM to enter its next phase of value creation,” said Jennifer
Witz, Chief Executive Officer of SiriusXM. “In a highly fragmented audio entertainment industry, SiriusXM has differentiated itself
as the leading audio entertainment provider by creating an experience centered on our high-quality, premium, human curated radio that
is more relevant than ever. In doing so, we have built a profitable business that is poised for continued success. With our strong foundation
and as we roll out our next generation platform, we are transforming SiriusXM to drive long-term growth and stockholder value creation.”
“The Special Committee of the SiriusXM Board of Directors, along
with our independent advisors, has carefully and diligently evaluated Liberty Media’s proposal and negotiated this transaction.
We believe that the agreement we reached with Liberty Media is in the best interests of the Company and its stockholders,” said
Eddy Hartenstein, member of the Special Committee and Lead Independent Director of the SiriusXM Board. “With this transaction,
SiriusXM will be well positioned to continue creating value for stockholders.”
Transaction Benefits
The transaction will result in New SiriusXM being an independent public
company, with no majority stockholder, a single class of shares and a board comprising a majority of independent directors.
New SiriusXM will have a simplified ownership structure and benefit
from greater strategic flexibility and independence. It also provides New SiriusXM with access to a broader investor base and expanded
opportunities for index inclusion. The additional float provided by the transaction is also expected to improve trading liquidity for
New SiriusXM stockholders.
The transaction offers all stockholders the opportunity to participate
directly in the long-term potential of the leading audio-entertainment company in North America.
Transaction Details
Under the terms of the transaction, Liberty will separate LSXM by
means of a redemptive split-off of a new subsidiary of Liberty (“SplitCo”), which will hold its shares of SiriusXM and approximately
$1.7 billion of estimated attributed net liabilities. Such net liabilities include LSXM’s net debt (3.75% LSXMA convertible notes
due 2028, 2.75% SIRI exchangeable bonds due 2049 and SIRI margin loan, net of corporate cash)1, as well as other liabilities
for transaction fees and expenses, financing fees, litigation related liabilities and other corporate adjustments. In the split-off,
holders of each series of LSXM common stock will receive a number of shares of SplitCo stock equal to the Exchange Ratio, calculated
as described below, such that LSXM stockholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted
for LSXM net liabilities. A wholly owned subsidiary of SplitCo will then merge with SiriusXM, and existing SiriusXM stockholders (other
than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM. The transaction is intended to be tax-free to
LSXM stockholders (except with respect to any cash received in lieu of fractional shares) and SiriusXM stockholders.
The Exchange Ratio will be calculated based on (i) the number of shares
of SiriusXM held by Liberty, reduced by a net liabilities share adjustment (the “Net Liabilities Share Adjustment”), divided
by (ii) the number of adjusted fully diluted shares of LSXM.
Liberty Media currently holds 3,205.8 million shares of SiriusXM attributed
to LSXM. The Net Liabilities Share Adjustment to the Exchange Ratio will be determined as the amount of assumed LSXM net debt (excluding
the 3.75% LSXMA convertible notes due 2028), with additional adjustments for transaction fees and expenses, financing fees, litigation
related liabilities and other corporate adjustments, divided by the SiriusXM share price of $4.23, which represents the average of the
SiriusXM daily volume-weighted average prices over the 20 consecutive trading days ending September 25, 2023, the day before Liberty
filed a 13D relating to a transaction.
1 Estimated as of June 30, 2024. Based
on figures as of September 30, 2023, adjusted for retirement of remaining $199 million principal amount of 1.375% cash convertible notes
in October 2023, settlement of BATRK stake monetized in debt-for-equity exchange in November 2023, estimated dividends to be received
from SiriusXM and estimated interest payments on remaining debt.
The adjusted fully diluted shares of LSXM will be calculated based
on outstanding LSXM shares at closing, including the dilutive impact of shares underlying the 3.75% LSXMA convertible notes due 2028
and the dilutive impact of equity awards.
If the Net Liabilities Share Adjustment and the adjusted fully diluted
shares of LSXM were calculated as of June 30, 2024, the Exchange Ratio is estimated to be approximately 8.4 shares in New SiriusXM for
each share of LSXM held.
Pro forma for the transaction, and assuming the adjustment described
above, at June 30, 2024, there will be approximately 3,392 million basic shares outstanding of New SiriusXM, of which former LSXM stockholders
will own approximately 81% of New SiriusXM, with the SiriusXM minority stockholders owning the remaining 19%.
New SiriusXM will remain committed to the business’ long-term
target leverage ratio of low-to-mid 3x adjusted EBITDA.
SiriusXM has secured committed financing with availability of $1.1
billion from Morgan Stanley, Bank of America and J.P. Morgan, the net proceeds of which may be used to refinance Liberty Media’s
2.75% Exchangeable Notes due 2049 and the existing Liberty Media margin loan secured by SiriusXM’s common stock.
The transaction has been unanimously approved by Liberty’s Board,
the SiriusXM Special Committee and SiriusXM’s Board of Directors. Greg Maffei is expected to be Chairman of the Board of New SiriusXM.
The transaction is expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting
power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by
Liberty Media and New SiriusXM of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals
and the satisfaction of other customary closing conditions. Certain trusts affiliated with John Malone, the Chairman of Liberty Media,
have entered into a voting agreement pursuant to which they have committed to vote their shares of LSXM in favor of the transaction.
A subsidiary of Liberty Media owning a majority of the outstanding shares of SiriusXM has delivered a written consent approving the transaction
on behalf of SiriusXM stockholders. The transaction will not result in any changes to the Liberty Formula One tracking stock group or
the Liberty Live tracking stock group.
Shaping the Future of Audio
New SiriusXM is poised to drive growth and create value:
| ● | Leaning
into the Company’s live, human curated audio experiences: SiriusXM is an innovative
content company and leader in providing a differentiated blend of live, human curated and
artist-hosted radio, exclusive talk programming, podcasts and news, sports and more. |
| ● | Leading
subscription business positioned for the future: SiriusXM has more than 155 million SiriusXM-enabled
vehicles on the road, 34 million paid subscribers with near record low churn and continues
to roll out its 360L platform and expand its electric vehicle footprint. In addition, with
the launch of its next generation platform, the Company is focused on delivering a unified,
personalized experience in- and out-of-vehicle by creating seamless listening experiences,
with greater personalization and content discovery for consumers anywhere they choose to
listen. |
| ● | Tapping
into new audiences to grow with its next generation platform: SiriusXM is doubling-down
on its differentiated content, while enhancing its value proposition with a modernized brand,
new app experience, and an attractive new price point for streaming-only subscribers. Through
its new next generation platform, SiriusXM is poised to retain its loyal core audience of
listeners and capture demand from new growth audiences that are younger, more diverse and
willing to pay for multiple services. |
| ● | Capturing
opportunities in ad-based platforms: SiriusXM commands a significant audience, reaching
over 150 million monthly listeners across SiriusXM, Pandora and its broader podcast and off-platform
ad network. The Company generates over $1.8 billion in advertising revenue and continues
to invest in advertising capabilities, creating a unique value proposition for advertisers
to reach its scaled and diverse listener base. |
| ● | Consistently
delivering strong results and capital returns: SiriusXM continues to generate high EBITDA
margins and steady free cash flow that support the Company’s ability to invest in long-term
growth and rapidly de-lever, while also returning capital to stockholders. The Company does
not expect any change to its existing dividend policy while de-emphasizing repurchases until
it reaches its long standing leverage target of low-to-mid 3x adjusted EBITDA. Over the last
three years, SiriusXM has returned approximately $4.4 billion to stockholders through a combination
of dividends, special dividends and share repurchases. The Company has no bond maturities
until 2026 and expects to end 2023 with approximately $2 billion of available liquidity,
plus committed financing of another $1.1 billion in support of this transaction. |
Joint Investor Call
Liberty Media and SiriusXM will hold a joint investor conference call
and webcast at 8:30 AM ET to discuss the details of the transaction. To participate via telephone, please dial 877.407.4019 (Toll-free)
or +1.201.689.8337 (Local) 10 minutes prior to the start of the call and ask to be connected to the SiriusXM conference call. A webcast
of the presentation will be available on the Investor Relations section of the SiriusXM website at siriusxm.com/investorrelations.
A replay of the call will be accessible on each company's Investor Relations webpage within 24 hours of the conclusion after any necessary
filings have been made with the SEC.
Advisors
J.P. Morgan is acting as financial advisor to Liberty Media, and O’Melveny
& Myers LLP is acting as legal counsel. Morgan Stanley & Co. LLC is acting as financial advisor to SiriusXM, and Simpson Thacher
& Bartlett LLP is acting as legal counsel. Solomon Partners is acting as financial advisor to the SiriusXM Special Committee and
Debevoise & Plimpton LLP is acting as legal counsel.
Cautionary Note Regarding 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 completion
of the proposed transaction, proposed trading of SplitCo common stock and other matters related to such proposed transaction. 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 and the timing of events to differ materially from those expressed
or implied by such statements, including, but not limited to: historical financial information may not be representative of future results;
there may be significant transaction costs and integration costs in connection with the proposed transaction (including significant tax
liability); the parties may not realize the potential benefits of the proposed transaction in the near term or at all; an active trading
market for SplitCo common stock may not develop; the uncertainty of the market value of the SplitCo common stock; the satisfaction of
all conditions to the proposed transaction; the proposed transaction may not be consummated; Liberty Media and SiriusXM may need to use
resources that are needed in other parts of its business to do so; there may be liabilities that are not known, probable or estimable
at this time; the proposed transaction may result in the diversion of management’s time and attention to issues relating to the
proposed transaction and integration; unfavorable outcome of legal proceedings that may be instituted against Liberty Media and/or SiriusXM
following the announcement of the proposed transaction; risks related to disruption of management time from ongoing business operations
due to the proposed transaction; risks inherent to the business may result in additional strategic and operational risks, which may impact
Liberty Media, SplitCo and/or SiriusXM’s risk profiles, which each company may not be able to mitigate effectively; and other risks
and uncertainties detailed in periodic reports that Liberty Media and SiriusXM file with the SEC. These forward-looking statements speak
only as of the date of this press release, and Liberty Media and SiriusXM expressly disclaim 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 or SiriusXM’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 and SiriusXM, including their 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 or SiriusXM subsequently file with the SEC,
for additional information about Liberty Media and SiriusXM and about the risks and uncertainties related to Liberty Media’s and
SiriusXM’s businesses 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 Liberty Media, SiriusXM or SplitCo. The proposed offer and issuance
of shares of SplitCo common stock in the proposed transactions will be made only pursuant to an effective registration statement on Form
S-4, including a proxy statement of Liberty Media, prospectus of SplitCo, and information statement of SiriusXM. LIBERTY MEDIA AND SIRIUSXM
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT WHEN IT IS AVAILABLE, TOGETHER WITH ALL RELEVANT SEC FILINGS
REGARDING THE PROPOSED TRANSACTION, 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 PROPOSED TRANSACTION. After the registration statement
is declared effective, the proxy statement/prospectus/ information statement and other relevant materials for the proposed transaction
will be mailed to all Liberty Media and SiriusXM stockholders. Copies of these SEC filings will be 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 or Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th Floor,
New York, New York 10021, Attention: Investor Relations, (212) 584-5100.
Participants in a Solicitation
Liberty Media anticipates that the following individuals will be participants
(the “Liberty Media Participants”) in the solicitation of proxies from holders of Liberty Media’s LSXMA and LSXMB common
stock in connection with the proposed transaction: John C. Malone, Chairman of the Liberty Media Board of Directors, Robert R. Bennett,
Derek Chang, Brian M. Deevy, M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell, and Andrea L. Wong, all of whom are members of the
Liberty Media Board of Directors, Gregory B. Maffei, Liberty Media’s President, Chief Executive Officer and Director, and Brian
J. Wendling, Liberty Media’s Chief Accounting Officer and Principal Financial Officer. Information regarding the Liberty Media
Participants, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the
caption “Security Ownership of Certain Beneficial Owners and Management—Pro Forma Security Ownership of Management of Liberty
Media Following the Reclassification” contained in Liberty Media’s registration statement on Form S-4 (the “S-4”),
which was filed with the SEC on June 8, 2023 and is available at: https://www.sec.gov/Archives/edgar/data/1560385/000110465923069028/tm2232384-33_s4a.htm.
To the extent that certain Liberty Media Participants or their affiliates have acquired or disposed of security holdings since the “as
of” date disclosed in the S-4, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4
or amendments to beneficial ownership reports on Schedules 13D filed with the SEC, which are available at: https://www.sec.gov/edgar/browse/?CIK=1560385&owner=exclude.
Additional information regarding the Liberty Media Participants in the proxy solicitation and a description of their interests will be
contained in the proxy statement for Liberty Media’s special meeting of stockholders and other relevant materials to be filed with
the SEC in respect of the contemplated transactions when they become available. These documents can be obtained free of charge from the
sources indicated above.
SiriusXM anticipates that the following individuals
will be participants (the “SiriusXM Participants”) in the solicitation of proxies from holders of Liberty Media’s LSXMA
and LSXMB common stock in connection with the proposed transaction Gregory B. Maffei, Chairman of the SiriusXM Board of Directors, David
A. Blau, Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino,
Kristina M. Salen, Carl E. Vogel and David Zaslav, all of whom are members of SiriusXM’s Board of Directors, Jennifer Witz, SiriusXM’s
Chief Executive Officer and Director and Thomas D. Barry, SiriusXM’s Chief Financial Officer. Information regarding the SiriusXM
Participants, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the
caption “Stock Ownership” contained in Sirius XM’s definitive proxy statement for its 2023 annual meeting of stockholders
(the “2023 Proxy Statement”), which was filed with the SEC on April 21, 2023 and is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/908937/000093041323001281/c105679_def14a-ixbrl.htm.
To the extent that certain SiriusXM Participants or their affiliates have acquired or disposed of security holdings since the “as
of” date disclosed in the 2023 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership
on Form 4, which are available at: https://www.sec.gov/edgar/browse/?CIK=908937&owner=exclude. Additional information regarding
certain of the SiriusXM Participants in the proxy solicitation and a description of their interests will be contained in the information
statement and other relevant materials to be filed with the SEC in respect of the contemplated transactions when they become available.
These documents can be obtained free of charge from the sources indicated above.
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.
About Sirius XM Holdings Inc.
SiriusXM is the leading audio entertainment company in North America
with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium
music streaming services of Pandora; an expansive podcast network; and a suite of business and advertising solutions. Reaching a combined
monthly audience of approximately 150 million listeners, SiriusXM offers a broad range of content for listeners everywhere they tune
in with a diverse mix of live, on-demand, and curated programming across music, talk, news, and sports. For more about SiriusXM, please
go to: www.siriusxm.com.
Contacts
Liberty Media
Shane Kleinstein
(720) 875-5432
SiriusXM
Investor
contacts:
Hooper Stevens
212-901-6718
hooper.stevens@siriusxm.com
Natalie Candela
212-901-6672
natalie.candela@siriusxm.com
Media
contact:
Jessica Casano-Antonellis
Jessica.casano@siriusxm.com
Exhibit 99.2
Investor Presentation December 2023
2 Cautionary Note Regarding Forward Looking Statements This communication includes certain forward - looking statements within the meaning of the Private Securities Litigation Reform Ac t of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of common stock of Liberty Sirius XM Holdings Inc. (“SplitCo”) and other matter s r elated to such proposed transaction. 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 su ch as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These forward - looking statements involve many risks and uncertainties that could cause actual results and the timing of events t o differ materially from those expressed or implied by such statements, including, but not limited to: historical financial information may not be representative of future results; ther e m ay be significant transaction costs and integration costs in connection with the proposed transaction (including significant tax liability); the parties may not realize the potential benefits of th e p roposed transaction in the near term or at all; an active trading market for SplitCo common stock may not develop; the uncertainty of the market value of the SplitCo common stock; the satisfaction of al l c onditions to the proposed transaction; the proposed transaction may not be consummated; Liberty Media and SiriusXM may need to use resources that are needed in other parts of its business t o d o so; there may be liabilities that are not known, probable or estimable at this time; the proposed transaction may result in the diversion of management’s time and attention to issues rel ati ng to the proposed transaction and integration; unfavorable outcome of legal proceedings that may be instituted against Liberty Media and/or SiriusXM following the announcement of the proposed tra nsaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; risks inherent to the business may result in additional strategi c a nd operational risks, which may impact Liberty Media, SplitCo and/or SiriusXM’s risk profiles, which each company may not be able to mitigate effectively; and other risks and uncertainties detai led in periodic reports that Liberty Media and SiriusXM file with the SEC. These forward - looking statements speak only as of the date of this communication, and Liberty Media and SiriusXM expressly discl aim 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 or SiriusXM’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 and SiriusX M, including their 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 or SiriusXM subsequently fil e with the SEC, for additional information about Liberty Media and SiriusXM and about the risks and uncertainties related to Liberty Media’s and SiriusXM’s businesses which may affect the sta tements made in this communication.
3 Legal Disclaimer Additional Information Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of common stock of Liberty Me dia , SiriusXM or SplitCo. The proposed offer and issuance of shares of SplitCo common stock in the proposed transactions will be made only pursuant to an effective registration statement on Form S - 4, includ ing a proxy statement of Liberty Media, prospectus of SplitCo, and information statement of SiriusXM. LIBERTY MEDIA AND SIRIUSXM STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ TH E REGISTRATION STATEMENT WHEN IT IS AVAILABLE, TOGETHER WITH ALL RELEVANT SEC FILINGS REGARDING THE PROPOSED TRANSACTION, AND ANY OTHER RELEVANT DOCUMENTS FILED AS EXHIBITS TH EREWITH, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. After the reg istration statement is declared effective, the proxy statement/prospectus/information statement and other relevant materials for the proposed transaction will be mailed to all Liberty Media and SiriusXM stockholders. Copies of these SEC filings will be available, free of charge, at the SEC’s website (http://www.sec.gov). Copies of the filings together with the ma terials 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: I nve stor Relations, Telephone: (877) 772 - 1518 or Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th Floor, New York, New York 10021, Attention: Investor Relations, (212) 584 - 5100. Participants in a Solicitation SiriusXM anticipates that the following individuals will be participants (the “SiriusXM Participants”) in the solicitation of pr oxies from holders of Liberty Media’s LSXMA and LSXMB common stock in connection with the proposed transaction Gregory B. Maffei, Chairman of the SiriusXM Board of Directors, David A. Blau , Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Evan D. Malone, James E. Meyer, Jonelle Procope , Michael Rapino , Kristina M. Salen , Carl E. Vogel and David Zaslav, all of whom are members of SiriusXM’s Board of Directors, Jennifer Witz, SiriusXM’s Chief E xec utive Officer and Director and Thomas D. Barry, SiriusXM’s Chief Financial Officer. Information regarding the SiriusXM Participants , i ncluding a description of their direct or indirect interests, by security holdings or otherwise, can be found under the caption “Stock Ownership” contained in SiriusXM’s definitive proxy statement fo r i ts 2023 annual meeting of stockholders (the “2023 Proxy Statement”), which was filed with the SEC on April 21, 2023 and is available at: https://www.sec.gov/ix?doc=/Archives/edgar/d ata /908937/000093041323001281/c105679_def14a - ixbrl.htm. To the extent that certain SiriusXM Participants or their affiliates have acquired or disposed of security holdings since the “as of ” d ate disclosed in the 2023 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4, which are available at: https://www.sec.gov/edgar/browse /?C IK=908937&owner=exclude. Additional information regarding certain of the SiriusXM Participants in the proxy solicitation and a description of their interests will be contained in the inf ormation statement and other relevant materials to be filed with the SEC in respect of the contemplated transactions when they become available. These documents can be obtained free of charge from the sou rces indicated above. Liberty Media anticipates that the following individuals will be participants (the “Liberty Media Participants”) in the solic ita tion of proxies from holders of Liberty Media’s LSXMA and LSXMB common stock in connection with the proposed transaction: John C. Malone, Chairman of the Liberty Media Board of Directors, Robert R . B ennett, Derek Chang, Brian M. Deevy , M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell , and Andrea L. Wong, all of whom are members of the Liberty Media Board of Directors, Gregory B. Maffei, Liberty Media’s Pre sid ent, Chief Executive Officer and Director, and Brian J. Wendling, Liberty Media’s Chief Accounting Officer and Principal Financial Officer. Information regarding the Libert y M edia Participants, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the caption “Security Ownership of Certain Beneficial Owners an d Management — Pro Forma Security Ownership of Management of Liberty Media Following the Reclassification” contained in Liberty Media’s registration statement on Form S - 4 (the “S - 4”), which was filed with the SEC on June 8, 2023 and is available at: https://www.sec.gov/Archives/edgar/data/1560385/000110465923069028/tm2232384 - 33_s4a.htm. To the extent that certain Liberty Medi a Participants or their affiliates have acquired or disposed of security holdings since the “as of” date disclosed in the S - 4, such transactions have been or will be reflected on S tatements of Change in Ownership on Form 4 or amendments to beneficial ownership reports on Schedules 13D filed with the SEC, which are available at: https://www.sec.gov/edgar/browse/?C IK= 1560385&owner=exclude. Additional information regarding the Liberty Media Participants in the proxy solicitation and a description of their interests will be contained in the proxy stat eme nt for Liberty Media’s special meeting of stockholders and other relevant materials to be filed with the SEC in respect of the contemplated transactions when they become available. These doc ume nts can be obtained free of charge from the sources indicated above.
4 4 Today’s Speakers Jennifer Witz CEO of SiriusXM Greg Maffei President & CEO of Liberty Media, Chairman of SiriusXM
5 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Feb-09 Feb-10 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-19 Feb-20 Feb-21 Feb-22 Feb-23 Significant Value Creation for All Investors ($) February 13, 2009 – December 11, 2023 February 2009: Initial Liberty Investment SiriusXM Total Shareholder Returns (1) Note: Rebased to SiriusXM share price of $0.10 as of February 13, 2009 (1) Assumes dividends are reinvested as received at the prevailing market price
6 Compelling Transaction Benefits □ Simplifies equity structure □ Enhances trading liquidity and float – Broadens potential investor base – Eliminates multi - class structure □ Greater strategic flexibility with majority independent Board □ Expands potential index inclusion □ Addresses discount to net asset value at LSXM Transaction offers all stockholders the opportunity to participate in the long - term upside potential of the leading audio - entertainment company
7 Transaction Overview □ Liberty separates Liberty SiriusXM Group (“LSXM”) through redemptive split - off to form SplitCo holding all LSXM assets and liabilities □ Immediately following split - off, SplitCo acquires SiriusXM in all stock transaction to form New SiriusXM with one class of common stock □ LSXM shareholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted for LSXM net liabilities – Results in estimated Exchange Ratio of 8.4 (1) shares of New SiriusXM per share of LSXM held □ SiriusXM minority shareholders receive 1 share of New SiriusXM for each share of SiriusXM held □ Subject to required approvals, including majority vote of LSXM shareholders, receipt of tax opinions, required regulatory approvals and customary closing conditions □ Expected to close early Q3’24 Note: Refer to Appendix pages 13 - 15 for additional transaction detail (1) Exchange Ratio based on estimated net liabilities at LSXM as of June 30, 2024 and estimated other liabilities for transaction fe es and expenses, financing fees, litigation related liabilities and other corporate adjustments; subject to final adjustments at close
8 Streamlined Ownership Structure Post Merger Structure Current Structure LSXMA Shares LSXMB Shares LSXMK Shares SiriusXM Public Shareholders SiriusXM Current Shares: 3,839MM (1) 16% 84% Former Liberty SiriusXM Shareholders Former SiriusXM Public Shareholders “New SiriusXM” Pro Forma Shares: 3,392MM (2) 19% 81% (1) Current SIRI share count as of October 27, 2023, per latest 10 - Q. Excludes impact of potentially dilutive securities, including existing SiriusXM equity awards (2) Pro forma share count based on current SIRI share count, LSXM share count as of December 8, 2023, and estimated Exchange Rati o o f 8.4. Excludes impact of potentially dilutive securities, including existing SiriusXM equity awards, LSXM equity awards, and the market value above principal of the 3.75% LSX M convertible notes Liberty SiriusXM Group Liberty Media Corporation
9 SiriusXM: Shaping the Future of Audio Transforming SiriusXM for Long - Term Growth Innovative content company and leader in live, human curated audio experiences Leading subscription business positioned for the future Tapping into new audiences to grow with next gen platform Capturing opportunities in ad - based platforms Consistently delivering strong results and capital returns 34MM Subscribers 150MM Reach $20Bn Capital Returns 2.2% Dividend Yield Industry Leading Margins
10 3.3x 3.2x 3.9x Low to Mid 3s 9/30/23 (Status Quo) 12/31/23E (Status Quo) 6/30/24E (Pro Forma) Target Leverage $1.66 $1.83 $1.55 $1.15 2020A 2021A 2022A 2023E Free Cash Flow (1) $Bn Strong Free Cash Flow to Support Rapid Deleveraging Leverage Net Debt / LTM EBITDA No expected change to existing dividend policy Expect deprioritized buybacks until reaching target leverage Near - term focus on debt reduction (1) Company - defined FCF includes cash provided by operations plus insurance recoveries on satellites, net of additions to property a nd equipment, and restricted and other investment activity (2) 2021 free cash flow includes $225 million of satellite insurance recoveries Strong FCF generation (2)
11 Summary Long - Term Value Creation □ Highly beneficial transaction for all shareholders □ Meaningful opportunity ahead at SiriusXM with differentiated content and next gen tech platform □ Delivering financial results and investing for the future □ Strong free cash flow generation to maintain existing dividend policy and reduce debt
Appendix
13 Transaction Detail Structure • Liberty separates Liberty SiriusXM Group (“LSXM”) through redemptive split - off to form SplitCo holding all LSXM assets and liabi lities • Immediately following split - off, SplitCo acquires SiriusXM in all stock transaction to form New SiriusXM with one class of commo n stock • Transaction is intended to be tax - free to LSXM and SiriusXM shareholders, except with respect to cash received in lieu of fracti onal shares Consideration • Existing LSXM shareholders (LSXMA, LSXMB, LSXMK) will receive 8.4 shares in “New SiriusXM” for every LSXM share held (1) ‒ Exchange Ratio will be calculated based on (i) the number of shares of SiriusXM held by Liberty, reduced by a net liabilities sh are adjustment, divided by (ii) the number of adjusted fully diluted shares of LSXM i. The net liabilities share adjustment to the Exchange Ratio will be determined as the amount of assumed LSXM net debt (excludi ng the 3.75% LSXMA convertible notes due 2028), with additional adjustments for transaction fees and expenses, litigation related li abi lities and other corporate adjustments, divided by $4.23 (2) ii. The adjusted fully diluted shares of LSXM will be calculated based on outstanding LSXM shares at closing, including the dilut ive impact of shares underlying the 3.75% LSXMA convertible notes due 2028 and the dilutive impact of equity awards ‒ Final Exchange Ratio will be determined at closing • SiriusXM minority shareholders will receive 1 share in “New SiriusXM” for every SiriusXM share held Financing • Pro forma net leverage is anticipated to be 3.9x at close (3) • No change to low - to - mid 3x target leverage • New SiriusXM has secured financing commitments of up to $1.1Bn to fund the potential refinancing of LSXM’s existing Margin Loan and 2.75% Exchangeable at or following close Transaction Approval and Timing • Transaction has been approved by Liberty’s Board, the SiriusXM Special Committee and SiriusXM’s Board • Transaction is subject to approval by a majority of the aggregate voting power of the Liberty SiriusXM common stock, receipt of tax opinions, receipt of required regulatory approvals and customary closing conditions (1) Exchange Ratio based on estimated net liabilities at LSXM as of June 30, 2024 and estimated other liabilities for transaction fe es and expenses, financing fees, litigation related liabilities and other corporate adjustments; subject to final adjustments at close (2) Represents the average of the SIRI daily VWAP over the 20 consecutive trading days ending September 25, 2023, the day before Lib erty filed a 13D relating to a transaction (3) Transaction expected to close early Q3’24
14 Transaction Structure • Liberty separates Liberty SiriusXM Group through redemptive split - off to form “SplitCo” holding all LSXM assets and liabilities Exchange Ratio = Adjusted LSXM - Owned SIRI Shares Adjusted Fully - Diluted LSXM Shares = = 3,205.8MM shares – LSXM Net Liabilities (1) / SIRI Share Price of $4.23 Basic shares of LSXMA+LSXMB+LSXMK + Dilutive Impact of LSXMA convertible notes and equity awards 8.4 (2) • SplitCo acquires SiriusXM in stock - for - stock transaction to create New SiriusXM − Each share of SplitCo becomes 1 share of New SiriusXM − Each share of SiriusXM held by minority shareholders receives 1 share of New SiriusXM (1) LSXM Net Liabilities include SIRI Margin Loan and 2.75% SIRI Exchangeable Bonds due 2049, net of estimated corporate cash. Ex clu des LSXMA convertible notes. Also includes estimated other liabilities for transaction fees and expenses, financing fees, litigation related liabilities and other corpo rat e adjustments (2) Exchange Ratio based on estimated LSXM Net Liabilities as of June 30, 2024, subject to final adjustments at close =
15 Illustrative Transaction Exchange Ratio (in millions except SIRI Reference Price) Q2‘24E Net Liabilities (1) $1,118 ( ÷ ) SIRI Reference Price $4.23 LSXM Net Liabilities Share Adjustment (Effective SIRI Share Reduction) 264.2 Fully Diluted LSXM Shares (2) 326.8 (+) Shares to settle LSXMA Convertible (3) 21.6 Adjusted Fully Diluted LSXM Shares 348.4 Liberty Owned SIRI shares 3,205.8 ( - ) LSXM Net Liabilities Share Adjustment (264.2) Pro Forma Liberty Owned SIRI Shares 2,941.6 ( ÷ ) Adjusted Fully Diluted LSXM Shares 348.4 Exchange Ratio 8.4 Note: Illustrative based on market information as of December 11, 2023. Actual values to be calculated at Measurement Date, w hic h is to be 7 business days before closing, subject to certain conditions (1) Includes SIRI Margin Loan and 2.75% SIRI Exchangeable Bonds due 2049, net of estimated corporate cash. Excludes LSXMA convert ibl e notes per below. Also includes estimated other liabilities for transaction fees and expenses, financing fees, litigation related liabilities and other corpo rat e adjustments (2) Includes LSXMA, LSXMB and LSXMK basic shares outstanding, accelerated RSU / RSA / PSUs net of tax withholding, and options outstanding at signing using treasury stock method; Based on LSXMK share price as of December 11, 2023 for illustrative purposes (3) Maximum of shares underlying LSXMA convertible and par value divided by the LSXMA share price as of December 11, 2023 for ill ust rative purposes
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