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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-221160

 

PROSPECTUS

 

 

Liberty Media Corporation

 

Offer to Exchange Series C Liberty Formula One Common Stock and Cash

 

for

 

All of the 2% Fixed Rate Unsecured Exchangeable Redeemable Loan Notes due 23 July 2019

 

issued by Delta Topco Limited

 

by

 

Liberty GR Acquisition Company Limited

 

Liberty GR Acquisition Company Limited, a company incorporated in England and Wales (the “Offeror”), an indirect, wholly owned subsidiary of Liberty Media Corporation (“Liberty Media”), is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, shares of Liberty Media’s Series C Liberty Formula One common stock, par value $0.01 per share (“FWONK”), and cash for all, but not less than all, of the outstanding 2% Fixed Rate Unsecured Exchangeable Redeemable Loan Notes due 23 July 2019 (the “Exchangeable Notes”) issued by Delta Topco Limited (“Delta Topco”). Liberty Media, through the Offeror, owns 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula 1 teams (as defined below).

 

A holder (as defined below) whose Exchangeable Notes are accepted for exchange will receive (i) a number of FWONK shares equal to the quotient obtained by dividing the principal amount of such Exchangeable Notes by $22.323 and (ii) cash in an amount equal to all interest that would have been paid to such holder had such Exchangeable Notes been held until the maturity date of July 23, 2019, without discounting or compounding.  In the event that an exchange would yield a fractional FWONK share, in lieu of such fraction, the Offeror will round up to the nearest whole FWONK share.  We refer to such FWONK shares and cash to be delivered in exchange for Exchangeable Notes as the “Offer Consideration.”

 

By way of example, assuming a settlement date of November 28, 2017, the Offer Consideration payable in exchange for $50,000 principal amount of Exchangeable Notes would be determined as follows:

 

FWONK Shares	Cash
$50,000 ¸ $22.323 = 2,239.84 = 2,240 FWONK shares	Interest on $50,000 at 2% per annum, payable semi-annually for the period commencing July 23, 2017 (the most recent interest payment) and ending on July 23, 2019 (the maturity date) = $  2,000    (in the aggregate)

 

The exchange offer will expire at 12:00 midnight, New York City time, at the end of Friday, November 24, 2017, unless extended or earlier terminated by the Offeror. We refer to this date as the “expiration date.” Exchangeable Notes must be validly tendered for exchange in the exchange offer on or prior to the expiration date to receive the Offer Consideration. Exchangeable Notes tendered for exchange in the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer. Upon the terms and subject to the conditions of the exchange offer, all Exchangeable Notes validly tendered in the exchange offer and not properly withdrawn prior to 12:00 midnight, New York City time, at the end of the expiration date will be accepted in the exchange offer. You should carefully review the procedures for tendering Exchangeable Notes under “The Exchange Offer—Procedures for Tendering Exchangeable Notes.”

 

The exchange offer is conditioned upon (i) the receipt by Computershare Trust Company, N.A. (“Computershare”), who is acting as the exchange agent for the exchange offer (the “Exchange Agent”), of Exchangeable Notes, which have been validly tendered and not properly withdrawn, representing 100% of the outstanding principal amount of the Exchangeable Notes by 12:00 midnight, New York City time, at the end of the expiration date (the “Minimum Tender Condition”), (ii) the effectiveness of the registration statement of which this prospectus forms a part and (iii) the satisfaction of the other conditions described under “The Exchange Offer—Conditions of the Exchange Offer.”

 

Participation in this exchange offer involve risks. Some of the risks associated with the exchange offer and an investment in FWONK shares offered through this prospectus are described under “Risk Factors” beginning on page 9 of this prospectus and in Liberty Media’s filings with the Securities and Exchange Commission (the “SEC”) that are incorporated by reference herein. We urge you to carefully read “Risk Factors” and Liberty Media’s filings with the SEC incorporated by reference herein before you make any decision regarding the exchange offer.

 

You must make your own decision whether to tender Exchangeable Notes in the exchange offer. None of Liberty Media, the Offeror, Delta Topco, their respective directors or officers or any other person is making any recommendation as to whether or not you should tender your Exchangeable Notes for the Offer Consideration in the exchange offer.

 

Neither the SEC nor any state securities commission has approved or disapproved of the FWONK shares or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is November 7, 2017

 

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TABLE OF CONTENTS

 

	Page
IMPORTANT INFORMATION	ii
MARKET AND INDUSTRY DATA	iv
WHERE YOU CAN FIND MORE INFORMATION ABOUT LIBERTY MEDIA	v
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	vii
SUMMARY	1
RISK FACTORS	9
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER	10
USE OF PROCEEDS	17
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF LIBERTY MEDIA	18
PRICE RANGE OF SERIES C LIBERTY FORMULA ONE COMMON STOCK AND DIVIDEND POLICY	22
RATIO OF EARNINGS TO FIXED CHARGES	24
CAPITALIZATION	25
THE EXCHANGE OFFER	26
DESCRIPTION OF THE EXCHANGEABLE NOTES	37
DESCRIPTION OF COMMON STOCK	40
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	55
LEGAL MATTERS	59
EXPERTS	59

 

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IMPORTANT INFORMATION

 

Except as otherwise indicated or as the context otherwise requires, all references in this prospectus to “we,” “us,” “our” and “our company” may refer, as the context requires, to the Offeror, to Liberty Media or collectively to Liberty Media and its consolidated subsidiaries, including the Offeror and Delta Topco.  Except as otherwise indicated or as the context otherwise requires, all references to “dollars” and “$” in this prospectus are to United States dollars.

 

The Exchangeable Notes were issued in registered form on the books of Delta Topco, and all of the outstanding Exchangeable Notes are represented by certificates in the names of the registered holders.

 

Only a registered holder of Exchangeable Notes (a “holder”) may tender such notes in this exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, and mail or otherwise deliver such letter of transmittal and the certificate(s) representing the Exchangeable Notes being tendered, together with all other documents required by the letter of transmittal, so that they are received by the Exchange Agent at one of its physical addresses set forth on the last page of this prospectus before 12:00 midnight, New York City time, at the end of the expiration date.

 

We are not providing guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Exchange Agent on or prior to the expiration date of the exchange offer. Tenders not completed at or prior to 12:00 midnight, New York City time, at the end of the expiration date will be disregarded and of no effect.

 

Notwithstanding any other provision of the exchange offer, the Offeror’s obligation to purchase, and to deliver the Offer Consideration for, any Exchangeable Notes validly tendered and not properly withdrawn pursuant to the exchange offer is subject to and conditioned upon the effectiveness of the registration statement of which this prospectus forms a part, no stop order suspending the effectiveness of the registration statement and no proceeding for that purpose having been instituted or is pending, or to our knowledge, contemplated or threatened by the SEC, and the satisfaction of the other conditions described under “The Exchange Offer—Conditions of the Exchange Offer,” including satisfaction of the Minimum Tender Condition.  Except for the conditions that the registration statement be declared effective by the SEC and that there be no stop order suspending the effectiveness of such registration statement and no proceeding for that purpose having been instituted or that is pending, or to our knowledge, contemplated or threatened by the SEC, which conditions will not be waived, the Offeror may waive any of the conditions to the exchange offer in its sole and absolute discretion.

 

You may direct requests for additional copies of this prospectus or the accompanying letter of transmittal to Liberty Media at its address and phone number set forth under “Where You Can Find More Information About Liberty Media.”  If you have any questions about the Exchangeable Notes or the exchange offer generally, please contact Valerie Jacob or Brian Lewis at Freshfields Bruckhaus Deringer US LLP (“Freshfields”), counsel to the selling shareholders of Delta Topco in the Formula 1 Acquisition (as defined below), at +1 (212) 277 4000.

 

Subject to applicable law (including Rule 13e-4(d)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires that material changes in the exchange offer be promptly disseminated to holders in a manner reasonably designed to inform them of such changes), delivery of this prospectus shall not under any circumstances create any implication that the information contained in or incorporated by reference in this prospectus is correct as of any time after the date of this prospectus or that there has been no change in the information included or incorporated by reference herein or in our affairs or the affairs of any of our subsidiaries since the date hereof. You should assume that the information contained or incorporated by reference in this prospectus is accurate only as of the date of this prospectus or the date of the document incorporated by reference, as applicable.

 

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You should rely only on the information contained or incorporated by reference in this prospectus or the accompanying letter of transmittal. None of Liberty Media, the Offeror, Delta Topco, their respective directors or officers or any other person is making any recommendation as to whether or not you should tender your Exchangeable Notes for the Offer Consideration in the exchange offer. None of Liberty Media, the Offeror or their respective directors or officers has authorized any person to give any information or to make any representation in connection with the exchange offer other than the information and representations contained in this prospectus or the letter of transmittal. If anyone else makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been so authorized.

 

Each holder must comply with all applicable laws and regulations in force in any jurisdiction in which it participates in the exchange offer or possesses or distributes this prospectus and must obtain any consent, approval or permission required for its participation in the exchange offer under the laws and regulations in force in any jurisdiction to which it is subject, and the Offeror shall not have any responsibility therefor.

 

The Offeror is not making an offer of these securities in any jurisdiction where the offer is not permitted.

 

European Economic Area

 

This prospectus and the letter of transmittal have been prepared on the basis that the exchange offer made to recipients in each of France, Italy and the United Kingdom by the Offeror will be made pursuant to an exemption under Directive 2003/71/EC (as amended) and any relevant implementing measures in each of these jurisdictions.

 

France

 

Neither the exchange offer nor the FWONK shares have been and are being offered or, in the case of the FWONK shares, sold and will not be offered or, in the case of the FWONK shares, sold, directly or indirectly, to the public in France. The prospectus, the letter of transmittal and any other offering or marketing material relating to the exchange offer and/or the FWONK shares have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France or used in connection with any offer to the public in France. Such exchange offer or offer, sales and distributions of the FWONK shares in France will only be made to a limited group of investors (cercle restreint d’investisseurs) acting for their own account, all as defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 and D. 754-1 and D 764-1 of the French Code monétaire et financier. No direct or indirect distribution of any FWONK shares so acquired shall be made to the public in France other than in compliance with applicable laws and regulations pertaining to a public offering (and in particular Articles L. 411-1, L. 411-2 and L. 621-8 of the French Code monétaire et financier).

 

Italy

 

The exchange offer has not been registered in Italy pursuant to Italian laws and regulations and, accordingly, the FWONK shares may not be offered, sold or delivered in Italy except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under Italian laws and regulations (including, inter alia, Legislative Decree No. 58 of 24 February 1998 and Legislative Decree No. 385 of 1 September 1993, as amended).

 

Switzerland

 

Neither the exchange offer nor the FWONK shares may be publicly offered, distributed or redistributed in or from Switzerland. They will not be listed on the SIX Swiss Exchange (“SIX”) or any other stock exchange or regulated trading facility in Switzerland. None of the prospectus, the letter of transmittal and/or any offering or marketing material relating to the exchange offer or the FWONK shares constitutes a listing prospectus according to the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland nor an issue prospectus according to Art. 652a and/or Art. 1156 of the Swiss Code of Obligations (“CO”), and, therefore, they have been prepared without regard to the disclosure standards for issuance prospectuses under Art. 652a or Art. 1156 CO or the disclosure standards for listing prospectuses under Art. 27ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. This prospectus, the letter

 

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of transmittal and any other offering or marketing material relating to the exchange offer and/or the FWONK Shares may not be publicly distributed or otherwise made publicly available in Switzerland. In particular, this prospectus will not be filed, and the exchange offer will not be supervised by, the Swiss Financial Market Supervisory Authority, and the exchange offer has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of FWONK shares.

 

 

MARKET AND INDUSTRY DATA

 

Market and industry data and forecasts used in this prospectus or in Liberty Media’s filings with the SEC incorporated by reference herein have been obtained from independent industry sources as well as from research reports prepared for other purposes. Although we believe these third-party sources to be reliable, we have not independently verified the data obtained from these sources and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

 

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WHERE YOU CAN FIND MORE INFORMATION ABOUT LIBERTY MEDIA

 

We are filing with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities being offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information included in the registration statement and the exhibits thereto. You should refer to the registration statement, including its exhibits and schedules, for further information about us and the securities being offered hereby.

 

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this prospectus or the registration statement.  The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus, and is deemed to be part of this prospectus. We incorporate by reference the following documents, previously filed with the SEC by us and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering described herein (other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K):

 

·                  Annual Report on Form 10-K of Liberty Media for the year ended December 31, 2016, filed on February 28, 2017;

 

·                  Definitive Proxy Statement on Schedule 14A of Liberty Media, filed April 20, 2017;

 

·                  Quarterly Reports on Form 10-Q of Liberty Media for the quarterly period ended March 31, 2017, filed on May 9, 2017, and for the quarterly period ended June 30, 2017, filed on August 9, 2017;

 

·                  Current Reports on Form 8-K of Liberty Media (other than any portion thereof furnished or deemed furnished), filed on January 19, 2017, May 16, 2017, May 24, 2017, May 30, 2017, July 5, 2017, July 10, 2017 and September 22, 2017; and

 

·                  The description of Liberty Media’s capital stock contained in its Form 8-A filed on April 14, 2016, as amended by Amendment No. 1 on Form 8-A/A filed on January 24, 2017, and any amendment or report filed for the purpose of updating such description.

 

Any statement, including financial statements, contained in the filings (or portions of the filings) incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any supplement or amendment to this prospectus modifies, conflicts with or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

You may request a copy of these filings, at no cost, by writing or telephoning Liberty Media at the following address or phone number:

 

Liberty Media Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

Telephone: (720) 875-5400

Attention: Investor Relations

 

Liberty Media’s annual, quarterly and current reports and other information are on file with the SEC. You may read and copy any document that it files at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Liberty Media’s SEC filings are also available to the public from the SEC’s website at www.sec.gov and can be found by searching the EDGAR archives on the website. In addition, Liberty Media’s SEC filings may be obtained from its website at www.libertymedia.com. Information on this website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.

 

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The Exchangeable Notes were issued by Delta Topco pursuant to an instrument by way of deed poll dated January 23, 2017.  The Instrument (as defined below), which includes the form of Exchangeable Note, has been filed as an exhibit to the registration statement of which this prospectus forms a part.

 

We have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), pursuant to Section 13(e) of the Exchange Act and Rule 13e-4 thereunder, furnishing certain information with respect to the exchange offer. We will file an amendment to the Schedule TO to report any material changes in the terms of the exchange offer and to report the final results of the exchange offer as required by Exchange Act Rule 13e-4(c)(3) and Rule 13e-4(c)(4), respectively. The Schedule TO, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above.

 

In order to ensure timely delivery of any of the documents described above in connection with a request to us made in the manner described above, holders must request such documents promptly and in no event later than November 16, 2017, which is five business days before the expiration date of the exchange offer. We encourage you to submit any request for documents as soon as possible to ensure timely delivery of the documents prior to the expiration date.

 

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this prospectus and in the documents incorporated by reference herein constitute forward-looking statements, including statements regarding our business, product and marketing strategies; new service offerings; revenue growth and subscriber trends at Sirius XM (as defined below); the recoverability of our goodwill and other long-lived assets; the performance of our equity affiliates; our projected sources and uses of cash; Sirius XM’s stock repurchase program; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; the integration of Delta Topco and by extension Formula 1 (as defined below); and other matters arising in the ordinary course of business. In particular, statements under “Risk Factors” contain forward-looking statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:

 

·                  consumer demand for our products and services and our ability to adapt to changes in demand;

 

·                  competitor responses to our businesses’ products and services;

 

·                  uncertainties inherent in the development and integration of new business lines and business strategies;

 

·                  uncertainties associated with product and service development and market acceptance, including the development and provision of programming for satellite radio and telecommunications technologies;

 

·                  our businesses’ significant dependence upon automakers;

 

·                  our businesses’ ability to attract and retain subscribers in the future;

 

·                  our future financial performance, including availability, terms and deployment of capital;

 

·                  the integration of Delta Topco and by extension Formula 1;

 

·                  our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;

 

·                  the ability of suppliers and vendors to deliver products, equipment, software and services;

 

·                  interruption or failure of our information technology and communication systems, including the failure of SIRIUS XM’s satellites;

 

·                  changes and uncertainties in the market for music rights;

 

·                  the outcome of any pending or threatened litigation;

 

·                  availability of qualified personnel;

 

·                  changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission and consumer protection laws, and adverse outcomes from regulatory proceedings;

 

·                  changes in the nature of key strategic relationships with partners, vendors and joint venturers;

 

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·                  general economic and business conditions and industry trends;

 

·                  consumer spending levels, including the availability and amount of individual consumer debt;

 

·                  rapid technological and industry changes;

 

·                  harmful interference our businesses’ service may experience from new wireless operations;

 

·                  impairments by third-party intellectual property rights;

 

·                  our indebtedness could adversely affect operations and could limit the ability of our subsidiaries to react to changes in the economy or our industry;

 

·                  failure to protect the security of personal information about our businesses’ customers, subjecting our businesses to potentially costly government enforcement actions or private litigation and reputational damage;

 

·                  capital spending for the acquisition and/or development of telecommunications networks and services;

 

·                  the impact of AT&T’s agreement to acquire Time Warner, Inc. (“Time Warner”) on our 2.25% Exchangeable Senior Debentures due 2046;

 

·                  the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate; and

 

·                  natural catastrophes, threatened terrorist attacks, political unrest in international markets and ongoing military action around the world.

 

For additional risk factors, see “Risk Factors” herein and in Part 1, Item 1A of Liberty Media’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and in Part II, Item 1A of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.  These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this prospectus and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.

 

When considering such forward-looking statements, you should keep in mind the risk factors referred to above and other cautionary statements contained in this prospectus and in the documents incorporated by reference herein. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.

 

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The Exchange Offer
The following summarizes certain material terms of the exchange offer. Before you decide whether to tender your Exchangeable Notes in the exchange offer, you should read this entire prospectus, including the detailed descriptions under “The Exchange Offer,” “Risk Factors,” and “Description of Common Stock.”
Offeror		Liberty GR Acquisition Company Limited, a company incorporated in England and Wales and an indirect, wholly owned subsidiary of Liberty Media.
Securities Subject to Exchange Offer		All of Delta Topco’s outstanding Exchangeable Notes issued pursuant to the Instrument. As of the date of this prospectus, $27,395,243 aggregate principal amount of Exchangeable Notes were outstanding. The Exchangeable Notes were originally issued by Delta Topco in integral multiples of $1.00.   Under the terms of the Instrument, the Exchangeable Notes are currently exchangeable, at the option of the holder, for a number of FWONK shares equal to the quotient obtained by dividing the principal amount of the Exchangeable Notes being exchanged, plus accrued and unpaid interest to the date of exchange, by $22.323, rounded up to the nearest whole share. Pursuant to the Instrument, upon an exchange, Delta Topco has the right to deliver cash in lieu of FWONK shares in an amount calculated as set forth in the Instrument. There is no trading market for the Exchangeable Notes and the Exchangeable Notes are subject to significant restrictions on transfer. See “Description of the Exchangeable Notes.”
The Exchange Offer; Offer Consideration		The Offeror is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, the Offer Consideration for all, but not less than all, of the outstanding Exchangeable Notes.   A holder whose Exchangeable Notes are accepted for exchange will receive the Offer Consideration, which consists of: (i) a number of FWONK shares equal to the quotient obtained by dividing the principal amount of such Exchangeable Notes by $22.323 and (ii) cash in an amount equal to all interest that would have been paid to such holder, in accordance with the terms of the Exchangeable Notes, had such notes been held until the maturity date of July 23, 2019. The cash to be paid in respect of future interest payable under the Exchangeable Notes will be based on the remaining term of the notes, without discounting or compounding. In the event that an exchange would yield a fractional FWONK share, in lieu of such fraction, the Offeror will round up to the nearest whole FWONK share.   The Offeror will accept for exchange all Exchangeable Notes validly tendered and not properly withdrawn on or prior to the expiration date, upon the terms and subject to the conditions described in this prospectus and the accompanying letter of transmittal.
Conditions of the Exchange Offer		The exchange offer is conditioned upon (i) the receipt by the Exchange Agent of Exchangeable Notes, which have been validly tendered and not properly withdrawn, representing 100% of the outstanding principal amount of the Exchangeable Notes by 12:00

 

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		midnight, New York City time, at the end of the expiration date, (ii) the effectiveness of the registration statement of which this prospectus forms a part, no stop order suspending the effectiveness of the registration statement and no proceeding for that purpose having been instituted or that is pending, or to our knowledge, contemplated or threatened by the SEC and (iii) the satisfaction of the other conditions described under “The Exchange Offer—Conditions of the Exchange Offer.” Except as to the requirements that the registration statement be declared effective by the SEC and that there be no stop order suspending the effectiveness of such registration statement and no proceeding for that purpose having been instituted or that is pending, or to our knowledge, contemplated or threatened by the SEC, which conditions will not be waived, the Offeror may waive any of the conditions to the exchange offer in its sole and absolute discretion. The exchange offer is not subject to any federal or state regulatory requirements or approvals other than those required under the Federal securities laws. See “The Exchange Offer—Conditions of the Exchange Offer.”
Purpose of the Exchange Offer		The outstanding Exchangeable Notes represent less than 10% of the Exchangeable Notes that were initially issued by Delta Topco pursuant to the Instrument. The purpose of the exchange offer is to repurchase the remaining Exchangeable Notes and contribute them to Delta Topco for cancellation, thereby simplifying the capitalization of Delta Topco.
Expiration Date; Extensions; Termination; and Amendment		This exchange offer will expire at 12:00 midnight New York City time at the end of Friday, November 24, 2017, unless we extend or terminate it. We may extend the expiration date for the exchange offer for any reason in our sole and absolute discretion. If the Offeror decides to extend the expiration date, we will announce any extension by press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the scheduled expiration date and we will also deliver to each holder notice of such extension by e-mail to the e-mail address for such holder listed in the registry maintained by Delta Topco. You must tender your outstanding Exchangeable Notes prior to this time, if you want to participate in the exchange offer. The Offeror reserves the right to terminate the exchange offer at any time prior to completion of the exchange offer in its sole and absolute discretion, but subject to applicable law, if any of the conditions under “The Exchange Offer—Conditions of the Exchange Offer” have not been satisfied on or prior to the expiration date or upon the occurrence of any of the events specified under “The Exchange Offer—Conditions of the Exchange Offer.” See “The Exchange Offer—Termination of the Exchange Offer.” In addition, the Offeror has the right to amend any of the terms of the exchange offer. See “The Exchange Offer—Expiration Date; Extensions; Amendments.”   In the event the exchange offer is terminated, withdrawn or otherwise not consummated on or prior to the expiration date, no consideration will be delivered or become deliverable to holders who have properly tendered their Exchangeable Notes pursuant to the exchange offer. In any such event, the Exchangeable Notes previously tendered pursuant to the exchange offer will be promptly

 

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		returned to the tendering holders.
Settlement Date		The settlement date in respect of Exchangeable Notes that are accepted pursuant to the exchange offer is expected to be promptly (and no more than two trading days) following the expiration date. See “The Exchange Offer—Settlement Date.”
Accrued and Unpaid Interest		Holders whose Exchangeable Notes are accepted for exchange will receive cash as part of the Offering Consideration with respect to both accrued and unpaid interest as of the settlement date for the exchange offer and future interest payable under the Exchangeable Notes for the period between the settlement date and the July 23, 2019 maturity date of the Exchangeable Notes.
Procedures for Tendering Exchangeable Notes		In accordance with the Instrument, all of the Exchangeable Notes are in certificated form and registered in the names of the holders in the register kept and maintained by Delta Topco. Only a registered holder of Exchangeable Notes may tender such notes in this exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal and mail or otherwise deliver such letter of transmittal and the certificate(s) representing the Exchangeable Notes being tendered, together with all other documents required by the letter of transmittal, so that they are received by the Exchange Agent at one of its physical addresses set forth on the last page of this prospectus before 12:00 midnight, New York City time, at the end of the expiration date.   BECAUSE WE ARE NOT PROVIDING GUARANTEED DELIVERY PROCEDURES, YOU MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING NORMAL BUSINESS HOURS OF THE EXCHANGE AGENT ON OR PRIOR TO THE APPLICABLE EXPIRATION DATE. See “The Exchange Offer—Procedures for Tendering Exchangeable Notes.”   Do not send letters of transmittal or certificates representing Exchangeable Notes to the Offeror, Liberty Media or Delta Topco. Send these documents only to the Exchange Agent.
Deed Poll Amending the Instrument		Under the Instrument, the Exchangeable Notes may only be transferred by a holder to an affiliate of the holder, another holder, or to Delta Topco. In addition, at least five business days prior to any transfer, a holder is required to notify Delta Topco of the transfer by completing and delivering to Delta Topco the form of Transfer Notice attached as Exhibit A to the Exchangeable Notes.   To facilitate the exchange offer and to simplify the procedures for tendering Exchangeable Notes, Delta Topco has executed an amendment to the Instrument in the form of a deed poll, which provides that:   ·                  the term “Permitted Transfer” includes a transfer of Exchangeable Notes to Computershare, acting as Exchange Agent, and to the Offeror pursuant to the exchange offer; and   ·                  holders of Exchangeable Notes will not be required to complete, execute and deliver to Delta Topco a

 

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		Transfer Notice in order to tender their Exchangeable Notes and participate in the exchange offer.   The deed poll executed by Delta Topco has been filed as an exhibit to the registration statement of which this prospectus forms a part. See “Where You Can Find More Information About Liberty Media.”
Withdrawal		Your tender of Exchangeable Notes pursuant to this exchange offer may be withdrawn at any time before the exchange offer expires.   Withdrawals may not be rescinded. If you change your mind, you may tender your Exchangeable Notes again by following the exchange offer procedures before the exchange offer expires. See “The Exchange Offer—Withdrawal Rights.”
Acceptance of Exchangeable Notes; Delivery of Offer Consideration		The Offeror will, subject to the terms and conditions described in this prospectus and the accompanying letter of transmittal, accept all Exchangeable Notes that are validly tendered and not properly withdrawn prior to 12:00 midnight, New York City time, at the end of the expiration date. The Offer Consideration will be delivered promptly after the Offeror accepts the Exchangeable Notes and no more than two trading days following the expiration date. See “The Exchange Offer—Acceptance of Exchangeable Notes for Exchange; Delivery of Offer Consideration.”
Consequences of Failure to Exchange Exchangeable Notes		If any of the Exchangeable Notes are not tendered and accepted, the Minimum Tender Condition will not be satisfied and none of the Exchangeable Notes will be exchanged, unless the Offeror waives the Minimum Tender Condition. The Offeror does not presently intend to waive this condition. Exchangeable Notes not exchanged in the exchange offer will remain outstanding and will continue to accrue interest in accordance with their terms. Further, holders of Exchangeable Notes that are not exchanged will continue to have the same rights under the Exchangeable Notes as they are entitled to today.
No Appraisal Rights		No appraisal rights are available to holders of Exchangeable Notes in connection with the exchange offer.
Material United States Federal Income Tax Consequences		The exchange of Exchangeable Notes for the Offer Consideration pursuant to the exchange offer will be a fully taxable transaction for United States federal income tax purposes. For a summary of the material United States federal income tax consequences relating to the exchange offer, see “Material United States Federal Income Tax Consequences.”   The tax laws of other jurisdictions may apply to a holder’s participation in the exchange offer and to the ownership and disposition of FWONK shares received in the exchange offer depending upon a number of factors, including the tax residency of the holder. Holders are urged to consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situations and the applicability and effect of state, local or foreign tax laws and tax treaties.
Risk Factors		You should carefully consider in its entirety all of the information set forth in this prospectus and the accompanying letter of transmittal, as well as the information incorporated by reference in

 

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		this prospectus, and, in particular, under “Risk Factors,” before deciding whether to participate in the exchange offer.
Use of Proceeds		The Offeror will not receive any proceeds from the exchange offer. If the exchange offer is successfully completed, the Offeror will contribute the Exchangeable Notes to Delta Topco for cancellation in exchange for additional shares of Delta Topco.
Market Price and Trading		Liberty Media’s FWONK shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “FWONK.” On October 26, 2017, the last reported sale price of shares of FWONK on Nasdaq was $37.63 per share. FWONK shares delivered as part of the Offer Consideration will be freely transferable.
Exchange Agent		Computershare is the Exchange Agent for the exchange offer.
Commissions; Source and Amount of Funds		No commissions or other fees are payable by holders of tendered Exchangeable Notes to the Exchange Agent.   Prior to the settlement of the exchange offer, the FWONK shares portion of the Offer Consideration will be transferred to the Offeror by Liberty Media and its subsidiaries, and the cash portion of the Offer Consideration, and funds to cover fees and expenses of the exchange offer, will be transferred to the Offeror from existing cash balances of Liberty Media and its consolidated subsidiaries (including Delta Topco). See “The Exchange Offer—Commissions” and “The Exchange Offer—Source and Amount of Funds.”
Questions and Additional Information		If you have requests for additional copies of this prospectus or of the accompanying letter of transmittal, please contact Liberty Media at its address and telephone number set forth under “Where You Can Find More Information About Liberty Media.” If you have any questions about the Exchangeable Notes or the exchange offer generally, please contact  Valerie Jacob or Brian Lewis at Freshfields, counsel to the selling shareholders of Delta Topco in the Formula 1 Aquisition, at +1 (212) 277 4000.

 

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RISK FACTORS

 

An investment in shares of FWONK involves risk. This section describes some, but not all, of the risks associated with the exchange offer.  Before making an investment decision, you should carefully consider the risk factors described below, the risk factors included in Liberty Media’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, both of which are incorporated by reference herein, and the risks described in our other filings with the SEC that are incorporated by reference herein. The occurrence of any of the events described as possible risks below and in the documents incorporated by reference could have a material adverse effect on the value of our common stock, including shares of FWONK. These risks are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial also may impair our business. See “Where You Can Find More Information About Liberty Media.”

 

Upon consummation of the exchange offer, holders who tender their Exchangeable Notes will no longer have any rights under the Exchangeable Notes, including, without limitation, rights to future principal and interest payments on the Exchangeable Notes and the right to exchange Exchangeable Notes into FWONK shares at a future date, and rights as a creditor of Delta Topco.

 

If you tender your Exchangeable Notes pursuant to the exchange offer, you will be giving up all of your rights as a noteholder, including, without limitation, rights to future payments of principal and interest on the Exchangeable Notes, and you will cease to be a creditor of Delta Topco. You also will be giving up the right to exchange your Exchangeable Notes into FWONK shares at the current exchange price of $22.323 per share (subject to adjustment) in accordance with the terms of the Instrument and the Exchangeable Notes. See “Description of the Exchangeable Notes.”

 

We have not made a recommendation with regard to whether or not you should tender your Exchangeable Notes in the exchange offer, and we have not obtained a third-party determination that the exchange offer is fair to the holders of the Exchangeable Notes.

 

None of Liberty Media, the Offeror, Delta Topco, their respective directors or officers or any other person is making any recommendation as to whether or not you should tender your Exchangeable Notes for the Offer Consideration in the exchange offer. Liberty Media, the Offeror, Delta Topco and their respective directors and officers have not retained and do not intend to retain any third party to act on behalf of the holders of the Exchangeable Notes for purposes of negotiating the terms of the exchange offer and/or preparing a report concerning the fairness of the exchange offer. If anyone else makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been so authorized. Holders of Exchangeable Notes must make their own independent decision regarding participation in the exchange offer based upon their own assessment. We also urge you to consult your financial and tax advisors in making your own decisions on what action, if any, to take in light of your own particular circumstances.

 

The exchange offer may be cancelled or delayed.

 

Completion of the exchange offer is subject to, and conditioned upon, the satisfaction or, where permitted, waiver of the conditions described under “The Exchange Offer—Conditions of the Exchange Offer,” including satisfaction of the Minimum Tender Condition.  If any holder fails to tender all of its Exchangeable Notes in the exchange offer by the expiration date, or any other condition to the exchange offer is not satisfied (or, where permissible, waived) by that time, the Offer Consideration will not be delivered and Exchangeable Notes tendered pursuant to the exchange offer will be promptly returned.  Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus.  In that case, holders participating in the exchange offer may have to wait longer than expected to receive the Offer Consideration.  See “The Exchange Offer—Expiration Date; Extensions; Amendments.”

 

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QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

 

These answers to questions that you may have as a holder of our Exchangeable Notes are highlights of selected information included elsewhere or incorporated by reference in this prospectus. To fully understand the exchange offer and the other considerations that may be important to your decision whether to participate in it, you should carefully read each of this prospectus and the accompanying letter of transmittal in its entirety, including “Risk Factors,” as well as the information incorporated by reference in this prospectus. See “Where You Can Find More Information About Liberty Media.”

 

Why is the Offeror making the exchange offer?

 

The Offeror, which is an indirect, wholly owned subsidiary of Liberty Media, owns 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula 1 teams. The outstanding Exchangeable Notes represent less than 10% of the Exchangeable Notes that were initially issued by Delta Topco pursuant to the Instrument. The purpose of the exchange offer is to simplify the capitalization of Delta Topco by the Offeror acquiring all of the outstanding Exchangeable Notes and contributing them to Delta Topco for cancellation.  In exchange for such contribution, the Offeror will be issued additional shares of Delta Topco.

 

What aggregate principal amount of Exchangeable Notes is being sought in the exchange offer?

 

The Offeror is offering to repurchase all of the outstanding Exchangeable Notes, and the exchange offer is conditioned on, among other things, the valid tender and acceptance of all outstanding Exchangeable Notes. As of the date of this prospectus, $27,395,243 aggregate principal amount of Exchangeable Notes were outstanding. The Exchangeable Notes were originally issued by Delta Topco in integral multiples of $1.00.

 

What will I receive in the exchange offer if I tender my Exchangeable Notes and they are accepted?

 

Upon the terms and subject to the conditions of the exchange offer set forth in this prospectus and the accompanying letter of transmittal, holders of Exchangeable Notes who validly tender and do not properly withdraw their Exchangeable Notes prior to 12:00 midnight, New York City time, at the end of the expiration date, and whose Exchangeable Notes are accepted for exchange will receive the Offer Consideration.

 

The Offer Consideration deliverable for exchanged Exchangeable Notes consists of: (i) a number of FWONK shares equal to the quotient obtained by dividing the principal amount of such Exchangeable Notes by $22.323 and (ii) cash in an amount equal to all interest that would have been paid on such Exchangeable Notes had they been held until the maturity date of July 23, 2019.  In the event that an exchange would yield a fractional  FWONK share, in lieu of such fraction, the Offeror will round up to the nearest whole FWONK share. The cash to be paid in respect of future interest payable under the Exchangeable Notes will be based on the remaining term of the notes, without discounting or compounding.

 

The Offeror will accept for exchange all Exchangeable Notes validly tendered and not properly withdrawn on or prior to the expiration date, upon the terms and subject to the conditions described in this prospectus and the accompanying letter of transmittal.

 

Is there a trading market for the Exchangeable Notes?

 

No, there is no trading market for the Exchangeable Notes.  Pursuant to the Instrument (which governs the Exchangeable Notes), the Exchangeable Notes may only be transferred by a holder to an affiliate, to another holder, to Delta Topco, to Computershare, acting as Exchange Agent, or to the Offeror pursuant to the exchange offer.

 

What is a recent market price of FWONK shares?

 

Shares of FWONK are listed on Nasdaq under the symbol “FWONK.” On October 26, 2017, the last reported sale price of FWONK on Nasdaq was $37.63 per share.

 

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Will I receive interest on my Exchangeable Notes exchanged pursuant to the exchange offer?

 

Holders whose Exchangeable Notes are accepted for exchange will receive cash as part of the Offering Consideration with respect to both accrued and unpaid interest as of the settlement date for the exchange offer and future interest payable under the Exchangeable Notes for the period between the settlement date and the July 23, 2019 stated maturity date of the Exchangeable Notes. Assuming you hold Exchangeable Notes in the principal amount of $50,000 and the settlement date for the exchange offer is November 28, 2017, the cash portion of the Offer Consideration would be $2,000, of which $347.95 would be with respect to accrued but unpaid interest to, but excluding, the settlement date and $1,652.05 would be with respect to future interest from, and including, the settlement date to the stated maturity date of the notes of July 23, 2019.

 

How does the Offer Consideration differ from what I am now entitled to under the Exchangeable Notes?

 

As a holder of Exchangeable Notes, you have the right to deliver an exchange notice to Delta Topco, at any time, to require the exchange of any or all of your Exchangeable Notes for a number of FWONK shares equal to the principal amount of the Exchangeable Notes being exchanged, plus accrued and unpaid interest thereon, divided by the exchange price of $22.323.  The FWONK shares so delivered would be “restricted securities,” as to which Liberty Media has filed a secondary shelf registration statement.  Delta Topco has the right, in lieu of making such exchange, to redeem your Exchangeable Notes for cash in an amount equal to the number of FWONK shares otherwise so deliverable multiplied by the volume weighted average price of FWONK over the five-trading day period ending on the trading day immediately preceding delivery of your exchange notice. Any noteholder may provide notice to Delta Topco of its intention to sell some or all of the FWONK shares it would receive upon exchange pursuant to an underwritten offering off the secondary shelf and requesting Delta Topco to waive its right of redemption.

 

The exchange price for the FWONK shares constituting part of the Offer Consideration also is $22.323 per share.  However, while accrued but unpaid interest is paid for in shares of FWONK at the exchange price under the terms of the Exchangeable Notes, the cash portion of the Offer Consideration represents, in part, such accrued but unpaid interest.  Unlike under the Exchangeable Notes, the cash portion of the Offer Consideration also represents future interest payable under Exchangeable Notes from the settlement date to the maturity date of the notes, without discounting or compounding.

 

For example, assume you hold $50,000 principal amount of Exchangeable Notes.  Were you to exercise your exchange right under the Exchangeable Notes with a settlement date of November 28, 2017, and Delta Topco were to deliver FWONK shares, you would receive a total of 2,256 FWONK shares.  Based on the October 26, 2017 closing sale price of FWONK on Nasdaq of $37.63 per share, the total consideration you receive would have a value of $84,893.28.  By contrast, under the exchange offer and also assuming a settlement date of November 28, 2017, you would receive Offer Consideration consisting of 2,240 FWONK shares and $2,000 in cash.  Based on the October 26, 2017 closing sale price of FWONK on Nasdaq of $37.63 per share, the total consideration constituting your Offer Consideration would have a value of $86,291.20.

 

How and when will I receive the Offer Consideration?

 

If your Exchangeable Notes are accepted for exchange in the exchange offer, you will receive the Offer Consideration promptly, and no more than two trading days, after the expiration date and the acceptance of such Exchangeable Notes for exchange. Delivery of the Offer Consideration will be made by delivery of a direct registration statement, reflecting the direct registration in book-entry form of the FWONK shares portion of the Offer Consideration at Liberty Media’s transfer agent, and delivery of a bank check, reflecting the cash portion of the Offer Consideration. See “The Exchange Offer—Acceptance of Exchangeable Notes for Exchange; Delivery of Offer Consideration.”

 

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How many Exchangeable Notes will the Offeror purchase in all?

 

Upon the terms and subject to the conditions of the exchange offer, including the Minimum Tender Condition, the Offeror will purchase all, but not less than all, of the outstanding Exchangeable Notes validly tendered and not properly withdrawn prior to 12:00 midnight, New York City time, at the end of the expiration date. See “The Exchange Offer—Principal Amount of Exchangeable Notes; Offer Consideration.”

 

Is the exchange offer subject to any minimum tender or other conditions?

 

Yes. The exchange offer is conditioned upon the Minimum Tender Condition, requiring the valid tender in the exchange offer and acceptance by the Offeror of all of the outstanding Exchangeable Notes.  In addition, the exchange offer is conditioned upon the effectiveness of the registration statement of which this prospectus forms a part, no stop order suspending the effectiveness of the registration statement and no proceeding for that purpose having been instituted or that is pending, or to our knowledge, contemplated or threatened by the SEC, and the other closing conditions described in “The Exchange Offer—Conditions of the Exchange Offer.” Except as to the requirements that the registration statement be declared effective by the SEC and that there be no stop order suspending the effectiveness of such registration statement and no proceeding for that purpose having been instituted or that is pending, or to our knowledge, contemplated or threatened by the SEC, which conditions will not be waived, the Offeror may waive any of the conditions to the exchange offer in its sole and absolute discretion.

 

Will all of the Exchangeable Notes I validly tender in the exchange offer, and do not properly withdraw, be purchased?

 

Upon the terms and subject to the conditions of the exchange offer, including the Minimum Tender Condition, the Offeror will purchase all of the Exchangeable Notes that you validly tender pursuant to the exchange offer and do not properly withdraw.

 

What are the material differences between my rights as a holder of Exchangeable Notes and as a holder of FWONK shares?

 

The Exchangeable Notes accrue interest at an annual rate of 2.0%. Interest payments are made semiannually in arrears on January 23 and July 23 of each year, and are payable to noteholders, at the discretion of Delta Topco, by (i) issuing payment in kind notes in respect of the interest payable, rounded to the nearest dollar, or (ii) paying in cash the amount of interest due. The Exchangeable Notes rank pari passu with each other without preference as an unsecured obligation of Delta Topco, and are subordinated in right of payment to Delta Topco’s outstanding indebtedness for borrowed money, whether such indebtedness was outstanding on the date of issuance of the Exchangeable Notes or incurred thereafter.  However, the Exchangeable Notes are senior in right of payment to any indebtedness of Delta Topco held by or owed to Liberty Media or any of its affiliates (other than Delta Topco and its subsidiaries). You may exchange your Exchangeable Notes for FWONK shares subject to the terms of the Instrument and the Exchangeable Notes. As of the date of this prospectus, the Exchangeable Notes were exchangeable at the option of the holder for a number of FWONK shares equal to the quotient obtained by dividing the principal amount of the Exchangeable Notes being exchanged, plus accrued and unpaid interest to the date of exchange, by $22.323, rounded up to the nearest whole share. Pursuant to the Instrument, upon delivery of an exchange notice, Delta Topco has the right to redeem the Exchangeable Notes by delivering cash in lieu of FWONK shares in an amount equal to the number of FWONK shares otherwise so deliverable multiplied by the volume weighted average price of FWONK over the five-trading day period ending on the trading day immediately preceding delivery of the exchange notice. There is no trading market for the Exchangeable Notes and there are significant restrictions on the holders’ rights to transfer the Exchangeable Notes. A copy of the Instrument governing the terms of the Exchangeable Notes is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.  See “Description of the Exchangeable Notes.”

 

If, however, you participate in the exchange offer and your Exchangeable Notes are accepted, you will receive the Offer Consideration described above under “—What will I receive in the exchange offer if I tender my Exchangeable Notes and they are accepted?” in lieu of any future payments on or other rights under the Exchangeable Notes. You will become an equity holder of Liberty Media rather than a creditor of Delta Topco. For a description of the FWONK shares that will be delivered upon successful consummation of the exchange offer, see “Description of Common Stock.”

 

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May I exchange only a portion of the Exchangeable Notes that I hold?

 

No. Because the Minimum Tender Condition requires the valid tender in the exchange offer of all of the outstanding Exchangeable Notes before the Offeror will accept validly tendered Exchangeable Notes, you must exchange all of your Exchangeable Notes if you elect to participate in the exchange offer.

 

What does the Offeror intend to do with the Exchangeable Notes that are tendered and accepted in the exchange offer?

 

Exchangeable Notes accepted for exchange by the Offeror in the exchange offer will be contributed to Delta Topco for cancellation.  In return, Delta Topco will issue additional shares of its capital stock to the Offeror.

 

What happens if some or all of my Exchangeable Notes are not accepted for exchange?

 

If the Offeror decides not to accept some or all of your Exchangeable Notes because of the failure of any of the conditions to the exchange offer, including the Minimum Tender Condition, or any invalid tenders, in each case which are not, where permitted, waived, all of your Exchangeable Notes tendered in the exchange offer will be returned to you, at the Offeror’s expense, promptly after the expiration or termination of the exchange offer.

 

Are you making a recommendation regarding whether I should participate in the exchange offer?

 

None of Liberty Media, the Offeror, Delta Topco, their respective directors or officers or any other person is making any recommendation as to whether or not you should tender your Exchangeable Notes for the Offer Consideration in the exchange offer. You must make your own determination as to whether to tender your Exchangeable Notes for exchange in the exchange offer. Before making your decision, we urge you to read this prospectus and the accompanying letter of transmittal carefully in their entirety, including the information in this prospectus set forth under “Risk Factors” and the documents incorporated by reference in this prospectus. If anyone else makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been so authorized.  We also urge you to consult your financial and tax advisors in making your own decisions on what action, if any, to take in light of your own particular circumstances.

 

Will the FWONK shares to be delivered in the exchange offer be freely tradable?

 

Yes. Liberty Media’s FWONK shares are listed on Nasdaq under the symbol “FWONK.”  Generally, the FWONK shares you receive in the exchange offer will be freely tradable, unless you are considered an “affiliate” of Liberty Media, as that term is defined in the Securities Act and the rules promulgated thereunder. For more information regarding the market for Liberty Media’s FWONK shares, see “Price Range of Series C Liberty Formula One Common Stock and Dividend Policy.”

 

When does the exchange offer expire?

 

The exchange offer will expire at 12:00 midnight, New York City time, at the end of Friday, November 24, 2017, unless extended or earlier terminated by the Offeror. The Offeror cannot assure you that it will extend the exchange offer or, if it extends the exchange offer, for how long the exchange offer will be extended. See “The Exchange Offer—Expiration Date; Extensions; Amendments.”

 

May the exchange offer be extended, amended or terminated?

 

The Offeror expressly reserves the right to extend the exchange offer in its sole and absolute discretion. The Offeror also expressly reserves the right to amend the terms of the exchange offer. Further, it may be required by law to extend the exchange offer if it makes a material change in the terms of the exchange offer or waives a material condition to the exchange offer or if there is a material change in the information contained in this prospectus. During any extension of the exchange offer, Exchangeable Notes that were previously tendered for exchange and not properly withdrawn will remain subject to the exchange offer. The Offeror reserves the right, in its sole and absolute discretion, but subject to applicable law, to terminate the exchange offer at any time prior to completion of the exchange offer if any conditions of the exchange offer have not been

 

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satisfied on or prior to the expiration date or upon the occurrence of any of the events specified under “The Exchange Offer—Conditions of the Exchange Offer.” In the event the exchange offer is terminated, withdrawn or otherwise not consummated on or prior to the expiration date, no consideration will be delivered or become deliverable to holders who have properly tendered their Exchangeable Notes pursuant to the exchange offer. In any such event, the Exchangeable Notes previously tendered pursuant to the exchange offer will be promptly returned to the tendering holders. For more information regarding the Offeror’s right to extend, amend or terminate the exchange offer, see “The Exchange Offer—Expiration Date; Extensions; Amendments” and “—Termination of the Exchange Offer.”

 

How will I be notified if the exchange offer is extended or amended?

 

In addition to transmitting by e-mail a notice to each holder, we will issue a press release or otherwise publicly announce any extension or amendment of the exchange offer. In the case of an extension, we will promptly make a public announcement by issuing a press release no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer and we will also deliver to each holder notice of such extension by e-mail to the e-mail address for such holder listed in the registry maintained by Delta Topco.

 

What if not enough Exchangeable Notes are tendered?

 

If the Offeror determines that the Minimum Tender Condition has not been or cannot be satisfied on or prior to the expiration date, it may extend or terminate the exchange offer. If the exchange offer is terminated, none of the Exchangeable Notes will be accepted for exchange and any Exchangeable Notes that have been tendered for exchange will be returned to the holders promptly after the termination.

 

What risks should I consider in deciding whether or not to tender my Exchangeable Notes?

 

In deciding whether to participate in the exchange offer, you should carefully consider the discussion of risks and uncertainties that are described under “Risk Factors” and the risk factors set forth in the documents incorporated by reference in this prospectus.

 

What is the impact of the exchange offer to Liberty Media’s earnings per share for FWONK?

 

The numerator of the diluted earnings per share calculation will increase or decrease based on the following increase for the after-tax effect of the difference in interest expense related to the Exchangeable Notes.

 

The denominator of the earnings per share calculation will increase or decrease based on the following:

 

·                  decrease for the dilutive effect of the Exchangeable Notes resulting from the repayment of such Exchangeable Notes; and

 

·                  increase for the effect of the issuance of FWONK shares as payment for the repurchase of the Exchangeable Notes.

 

Is there a difference in the United States federal income tax consequences of an exchange of Exchangeable Notes pursuant to the terms of the Instrument as compared to participating in the exchange offer?

 

No.  The exchange of Exchangeable Notes pursuant to the terms of the Instrument would be a fully taxable transaction for United States federal income tax purposes.  Similarly, the exchange of Exchangeable Notes for the Offer Consideration pursuant to the exchange offer will be a fully taxable transaction for United States federal income tax purposes.

 

What are the material United States federal income tax consequences of my participating in the exchange offer?

 

The exchange of Exchangeable Notes for the Offer Consideration pursuant to the exchange offer will be a fully taxable transaction for United States federal income tax purposes. For a summary of the material United States

 

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federal income tax consequences relating to the exchange offer, see “Material United States Federal Income Tax Consequences.”  The tax laws of other jurisdictions may apply to a holder’s participation in the exchange offer and to the ownership and disposition of FWONK shares received in the exchange offer depending upon a number of factors, including the tax residency of the holder. Holders are urged to consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situations and the applicability and effect of state, local or foreign tax laws and tax treaties.

 

Are your financial condition and results of operations relevant to my decision to tender Exchangeable Notes for Offer Consideration in the exchange offer?

 

Yes. The price of FWONK shares is closely linked to our financial condition and results of operations. For information about our financial condition and results of operations, see “Capitalization,” “Selected Consolidated Historical Financial Data of Liberty Media” and the financial statements incorporated by reference to Liberty Media’s prospectus supplement filed with the SEC on September 21, 2017 pursuant to Rule 424(b)(3) under the Securities Act.  See “Where You Can Find More Information About Liberty Media.” For information about the accounting treatment of the exchange offer, see “The Exchange Offer—Accounting Treatment.”  We intend to pay the cash portion of the Offer Consideration with available cash.

 

Will the Offeror receive any cash proceeds from the exchange offer?

 

No. The Offeror will not receive any cash proceeds from the exchange offer. It will receive additional shares of capital stock from Delta Topco upon its contribution of the Exchangeable Notes to Delta Topco for cancellation.

 

How do I tender Exchangeable Notes for exchange in the exchange offer?

 

In accordance with the Instrument, all of the Exchangeable Notes are in certificated form and registered in the names of the holders in the register kept and maintained by Delta Topco. Only a registered holder of Exchangeable Notes may tender such notes in this exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, and mail or otherwise deliver such letter of transmittal and the certificate(s) representing the Exchangeable Notes being tendered, together with all other documents required by the letter of transmittal, so that they are received by the Exchange Agent at one of its physical addresses set forth on the last page of this prospectus before 12:00 midnight, New York City time, at the end of the expiration date.

 

Do not send letters of transmittal or certificates representing Exchangeable Notes to the Offeror, Liberty Media or Delta Topco. Send these documents only to the Exchange Agent.

 

Holders do not need to complete, sign and deliver the Transfer Notice attached as Exhibit A to the Exchangeable Notes to participate in the exchange offer.

 

May I tender my Exchangeable Notes by notice of guaranteed delivery?

 

No. There are no guaranteed delivery procedures applicable to the exchange offer and, accordingly, Exchangeable Notes may not be tendered by delivering a notice of guaranteed delivery. All tenders must be completed by 12:00 midnight, New York City time, at the end of the expiration date in order to be considered valid.

 

Once I have tendered Exchangeable Notes for exchange, can I change my mind?

 

Yes. Holders may withdraw Exchangeable Notes that were previously tendered for exchange at any time until 12:00 midnight, New York City time, at the end of the expiration date, which will be Friday, November 24, 2017, unless extended or earlier terminated by us. For more information, see “The Exchange Offer—Withdrawal Rights.”

 

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How do I withdraw Exchangeable Notes previously tendered for exchange in the exchange offer?

 

For a withdrawal to be effective, you must deliver a written or email notice to the Exchange Agent, so that the notice is received by the Exchange Agent at one of its physical addresses or at the email address listed on the last page of this prospectus, at any time prior to 12:00 midnight, New York City time, at the end of the expiration date. For more information regarding the procedures for withdrawing Exchangeable Notes and the contents of such written notice, see “The Exchange Offer—Withdrawal Rights.”

 

Will I have to pay any fees or commissions if I tender my Exchangeable Notes for exchange in the exchange offer?

 

No fees or commissions are payable by the holders of the Exchangeable Notes to Liberty Media, the Offeror, Delta Topco or the Exchange Agent.

 

With whom may I talk if I have questions about the exchange offer?

 

If you have requests for additional copies of this prospectus or of the accompanying letter of transmittal, please contact Liberty Media at its address and telephone number set forth under “Where You Can Find More Information About Liberty Media.” If you have any questions about the Exchangeable Notes or the exchange offer generally, please contact Valerie Jacob or Brian Lewis at Freshfields, counsel to the selling shareholders of Delta Topco in the Formula 1 Acquisition, at +1 (212) 277 4000.

 

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USE OF PROCEEDS

 

The Offeror will not receive any cash proceeds from the exchange offer. Liberty Media will pay all of the fees and expenses incurred by or on behalf of the Offeror related to the exchange offer. Exchangeable Notes that are accepted pursuant to the exchange offer will be contributed by the Offeror to Delta Topco for cancellation. In return, Delta Topco will issue to the Offeror additional shares of Delta Topco.

 

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF LIBERTY MEDIA

 

The following tables set forth our historical balance sheet data as of June 30, 2017 and December 31, 2016, 2015, 2014, 2013 and 2012, our historical statement of operations for the six months ended June 30, 2017 and 2016 and for each of the years in the five-year period ended December 31, 2016, our pro forma earnings per share as of June 30, 2017 and December 31, 2016, 2015, 2014, 2013 and 2012, and our historical book value per share as of June 30, 2017 and December 31, 2016, 2015, 2014, 2013 and 2012. The following information is qualified in its entirety by, and should be read in conjunction with, our historical consolidated financial statements and “Management’s Discussion and Analyses of Financial Condition and Results of Operations” contained in our most recent annual and quarterly reports filed by us with the SEC, which are incorporated by reference herein. See “Where You Can Find More Information About Liberty Media.”

 

Summary Balance Sheet Data

 

		June 30,			December 31,
		2017(1)			2016		2015		2014		2013		2012
		amounts in millions
Cash		$	744		562		201		681		1,088		603
Investments in available-for-sale securities and other cost investments(4)(8)		$	750		1,309		533		816		1,324		1,392
Investment in affiliates, accounted for using the equity method(2)(3)(4)		$	1,576		1,117		1,115		851		3,299		3,341
Intangible assets not subject to amortization		$	28,072		24,018		24,018		24,018		24,018		344
Intangible assets subject to amortization, net		$	6,373		1,072		1,097		1,166		1,200		108
Assets of discontinued operations(5)		$	—		—		—		—		—		2,099
Total assets		$	41,384		31,377		29,798		30,269		33,632		8,299
Current portion of deferred revenue		$	2,292		1,877		1,797		1,641		1,575		24
Long-term debt, including current portion		$	13,524		8,018		6,881		5,845		5,561		—
Deferred tax liabilities, net		$	2,693		2,025		1,667		1,507		1,396		804
Stockholders’ equity		$	15,448		11,756		10,933		11,398		14,081		6,440
Noncontrolling interest(2)		$	5,636		5,960		7,198		8,778		9,801		(8	)

 

Summary Statement of Operations Data

 

		Six months ended June 30,					Years ended December 31,
		2017(1)			2016		2016		2015		2014		2013(2)		2012
		amounts in millions, except per share amounts
Revenue(2)		$	3,535		2,570		5,276		4,795		4,450		4,002		368
Operating income (loss)		$	681		1,109		1,734		954		841		814		(80	)
Interest expense		$	(289	)	(174	)	(362	)	(328	)	(255	)	(132	)	(7	)
Share of earnings (loss) of affiliates, net(2)(3)		$	12		6		14		(40	)	(113	)	(32	)	1,346
Realized and unrealized gains (losses) on financial instruments, net		$	(61	)	(40	)	37		(140	)	38		295		230
Gains (losses) on transactions, net(2)		$	—		—		—		(4	)	—		7,978		22
Net earnings (loss) attributable to the noncontrolling interests		$	127		123		244		184		217		211		(2	)

 

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Earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders(7):
Liberty Media Corporation common stock		$	N/A		377		377		64		178		8,780		1,160
Liberty SiriusXM common stock		247			82		297		N/A		N/A		N/A		N/A
Liberty Braves common stock		(51		)	32		(30	)	N/A		N/A		N/A		N/A
Liberty Formula One common stock		(123		)	(45	)	36		N/A		N/A		N/A		N/A
		$	73		466		680		64		178		8,780		1,160
Basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share(6)(7):
Series A, B and C Liberty Media Corporation common stock		$	N/A		1.13		1.13		0.19		0.52		24.73		3.21
Series A, B and C Liberty SiriusXM common stock		0.74			0.24		0.89		N/A		N/A		N/A		N/A
Series A, B and C Liberty Braves common stock		(1.04		)	0.89		(0.65	)	N/A		N/A		N/A		N/A
Series A, B and C Liberty Formula One common stock		(0.65		)	(0.54	)	0.43		N/A		N/A		N/A		N/A
Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share(6)(7):
Series A, B and C Liberty Media Corporation common stock		$	N/A		1.12		1.12		0.19		0.52		24.46		3.12
Series A, B and C Liberty SiriusXM common stock		0.73			0.24		0.88		N/A		N/A		N/A		N/A
Series A, B and C Liberty Braves common stock		(1.04		)	0.11		(0.65	)	N/A		N/A		N/A		N/A
Series A, B and C Liberty Formula One common stock		(0.65		)	(0.54	)	0.42		N/A		N/A		N/A		N/A

 

Pro Forma Earnings Per Share

 

		Six months ended June 30,					Years ended December 31,
		2017			2016		2016		2015		2014		2013		2012
Pro forma basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share:
Series A, B and C Liberty Media Corporation common stock		$	N/A		1.13		1.13		0.19		0.52		24.73		3.21
Series A, B and C Liberty SiriusXM common stock		0.74			0.24		0.89		N/A		N/A		N/A		N/A
Series A, B and C Liberty Braves common stock		(1.04		)	0.89		(0.65	)	N/A		N/A		N/A		N/A
Series A, B and C Liberty Formula One common stock		(0.57		)	(0.54	)	0.43		N/A		N/A		N/A		N/A

 

Book Value Per Share

 

June 30,

December 31,

2017

2016

2015

2014

2013

2012

Historical book value per share:

Liberty Media Corporation common stock

NA

NA

32.68

33.21

41.07

17.63

Liberty SiriusXM common stock

30.38

30.09

NA

NA

NA

NA

Liberty Braves common stock

6.73

7.79

NA

NA

NA

NA

Liberty Formula One common stock

22.85

15.35

NA

NA

NA

NA

Pro forma book value per share:

Liberty Media Corporation common stock

NA

NA

32.68

33.21

41.07

17.63

Liberty SiriusXM common stock

30.38

30.09

NA

NA

NA

NA

Liberty Braves common stock

6.73

7.79

NA

NA

NA

NA

Liberty Formula One common stock

22.74

15.35

NA

NA

NA

NA

 

(1)                                 On January 23, 2017, Liberty Media, through its indirect, wholly owned subsidiary Liberty GR Cayman Acquisition Company (“Liberty Cayman”), completed the acquisition of Delta Topco, the parent company of Formula 1, a global motorsports business. Prior to that, on September 7, 2016, Liberty Media, through Liberty Cayman, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco. The first purchase agreement was completed on September 7, 2016, and provided for the acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis. On October 27, 2016, under the terms of the first purchase agreement, Liberty Cayman acquired an additional incremental equity interest of Delta Topco, maintaining Liberty Cayman’s investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. Liberty Media’s indirect interest in Delta Topco, and by extension Formula 1, has been attributed to the Formula One Group. Liberty Media, through Liberty Cayman, acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula 1 teams, in a closing under the second purchase agreement (and following the unwind of the first purchase agreement) (the “Second Closing”). Liberty Cayman’s initial investment in Formula 1 was accounted for as a cost investment until the completion of the Second Closing, at which time Liberty Media began consolidating Formula 1. Liberty Media applied acquisition accounting upon completion of the transaction and at June 30, 2017, the purchase price allocation is preliminary and subject to change.

 

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(2)                                 During the year ended December 31, 2012, Liberty Media acquired an additional 312.5 million shares of SIRIUS XM Radio, Inc. (now known as “SIRIUS XM”) in the open market for $769.0 million. Additionally, Liberty Media settled a forward contract and purchased an additional 302.2 million shares of SIRIUS XM for $649.0 million. SIRIUS XM recognized a $3.0 billion tax benefit during the year ended December 31, 2012. SIRIUS XM recorded the tax benefit as the result of significant positive evidence that a valuation allowance was no longer necessary for its recorded deferred tax assets. Liberty Media recognized its portion of this benefit ($1,229 million) based on our ownership percentage at the time of the recognition of the deferred tax benefit by SIRIUS XM. On January 18, 2013, Liberty Media acquired an additional 50.0 million common shares and acquired a controlling interest in SIRIUS XM and as a result consolidates SIRIUS XM as of such date. Liberty Media recorded a gain of approximately $7.5 billion in the first quarter of 2013 associated with application of purchase accounting based on the difference between fair value and the carrying value of the ownership interest Liberty Media had in SIRIUS XM prior to the acquisition of the controlling interest. The gain on the transaction was excluded from taxable income. Net gains and losses on transactions are included in the Other, net line item in the accompanying Liberty Media consolidated financial statements for the years ended December 31, 2016, 2015 and 2014.

 

(3)                                 In May 2013, Liberty Media acquired approximately 26.9 million shares of common stock and approximately 1.1 million warrants in Charter Communications, Inc. (“Charter”) for approximately $2.6 billion, which represented an approximate 27.0% beneficial ownership in Charter at the time of purchase.

 

(4)                                 On November 4, 2014, Liberty Media completed the spin-off to its stockholders of common stock of a newly formed company called Liberty Broadband Corporation (“Liberty Broadband”) (the “Broadband Spin-Off”). At the time of the Broadband Spin-Off, Liberty Broadband was comprised of, among other things, (i) Liberty Media’s former interest in Charter, (ii) Liberty Media’s former wholly  owned subsidiary TruePosition, Inc. (now known as Skyhook Holding, Inc. (“Skyhook”)), (iii) Liberty Media’s former minority equity investment in Time Warner Cable, Inc. (“Time Warner Cable”), (iv) certain deferred tax liabilities, as well as liabilities related to Time Warner Cable call options and (v) initial indebtedness, pursuant to margin loans entered into prior to the completion of the Broadband Spin-Off. Liberty Media’s former investments in and results of Charter and Time Warner Cable are no longer included in the results of Liberty Media from the date of the completion of the Broadband Spin-Off forward. Based on the relative significance of Skyhook to Liberty Media, Liberty Media concluded that discontinued operations presentation of Skyhook was not necessary.

 

(5)                                 In January 2013, the entity then known as Liberty Media (which later became known as Starz (“Starz”) before it was acquired by Lions Gate Entertainment Corp.) spun-off (the “Starz Spin-Off”) its then-former wholly owned subsidiary, now known as Liberty Media, which, at the time of the Starz Spin-Off, held all of the businesses, assets and liabilities of Starz not associated with Starz, LLC (with the exception of the Starz, LLC office building). The transaction was effected as a pro-rata dividend of shares of Liberty Media to the stockholders of Starz. Due to the relative significance of Liberty Media to Starz (the legal spinnor) and senior management’s continued involvement with Liberty Media following the Starz Spin-Off, Liberty Media is treated as the “accounting successor” to Starz for financial reporting purposes, notwithstanding the legal form of the Starz Spin-Off previously described. Therefore, the historical financial statements of the company formerly known as Liberty Media continue to be the historical financial statements of Liberty Media, and Starz, LLC is presented as discontinued operations for all periods prior to the completion of the Starz Spin-Off. Due to the short period between December 31, 2012 and the distribution date, Liberty Media did not record any results for Starz in discontinued operations for the statement of operations for the year ended December 31, 2013 due to the insignificance of such amounts for that period.

 

(6)                                 On July 23, 2014, holders of Series A and Series B Liberty Media common stock as of 5:00 p.m., New York City, time on July 7, 2014, the record date for the dividend, received a dividend of two shares of Series C common stock for each share of Series A or Series B common stock held by them as of the record date. The impact on basic and diluted earnings per share of the Series C common stock issuance has been reflected retroactively in all periods presented due to the treatment of the dividend as a stock split for accounting purposes.

 

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(7)                                 On April 15, 2016, Liberty Media completed a recapitalization of its common stock into three new tracking stock groups, one designated as the Liberty Braves common stock, one designated as the Liberty Media common stock and one designated as the Liberty SiriusXM common stock, and distributed subscription rights related to the Liberty Braves common stock following the creation of the new tracking stocks (the “Recapitalization”). In the Recapitalization, each issued and outstanding share of Liberty Media’s existing common stock was reclassified and exchanged for (a) 1 share of the corresponding series of Liberty SiriusXM common stock, (b) 0.1 of a share of the corresponding series of Liberty Braves common stock and (c) 0.25 of a share of the corresponding series of Liberty Media common stock. Cash was paid in lieu of the issuance of any fractional shares. The newly issued shares commenced trading or quotation in the regular way on Nasdaq or the OTC Markets, as applicable, on Monday, April 18, 2016.

 

Following the creation of the tracking stocks, Series A, Series B and Series C Liberty SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series A, Series B and Series C Liberty Braves common stock trade or are quoted under the symbols BATRA/B/K respectively; and Series A, Series B and Series C Liberty Media common stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following the Second Closing, the Media Group and Liberty Media common stock were renamed the “Formula One Group” and the “Liberty Formula One common stock,” respectively, and the corresponding ticker symbols for the Series A, Series B and Series C Liberty Media common stock were changed to FWONA/B/K, respectively. Each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock trades on Nasdaq. Series A and Series C Liberty Braves common stock trade on Nasdaq, and Series B Liberty Braves common stock is quoted on the OTC Markets. Series A and Series C Liberty Formula One common stock continue to trade on Nasdaq, and the Series B Liberty Formula One common stock continues to be quoted on the OTC Markets.

 

(8)                                 On September 7, 2016, Liberty Media, through its indirect wholly owned subsidiary Liberty Cayman, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco from a consortium of sellers led by CVC Capital Partners (“CVC”). The transactions contemplated by the first purchase agreement were completed on September 7, 2016, and provided for Liberty Cayman’s acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis for $746.0 million, funded entirely in cash (which is equal to $821.0 million in consideration less a $75.0 million discount to be repaid by Liberty Cayman to selling stockholders upon completion of the acquisition). On October 27, 2016, under the terms of the first purchase agreement, Liberty Cayman acquired an additional incremental equity interest of Delta Topco, maintaining Liberty Cayman’s investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. Prior to the Second Closing, CVC continued to be the controlling shareholder of Formula 1, and Liberty Cayman did not have any voting interests or board representation in Formula 1. As a result, we concluded that we did not have significant influence over Formula 1, and therefore accounted for our investment in Formula 1 as a cost investment until the completion of the Second Closing. The Second Closing was completed on January 23, 2017, at which time Liberty Media began consolidating Formula 1.

 

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PRICE RANGE OF SERIES C LIBERTY FORMULA ONE COMMON STOCK AND DIVIDEND POLICY

 

Market Information

 

On April 15, 2016, Liberty Media completed a recapitalization of its Series A, B and C common stock into three new tracking stocks, one designated as the Liberty Braves common stock, one designated as the Liberty Media common stock and one designated as the Liberty SiriusXM common stock, and distributed subscription rights related to the Liberty Braves common stock following the creation of the new tracking stocks (the “Recapitalization”). The Recapitalization was completed on April 15, 2016, and the newly issued shares commenced trading or quotation in the regular way on Nasdaq or the OTC Markets, as applicable, on Monday, April 18, 2016. In the Recapitalization, each issued and outstanding share of Liberty Media common stock was reclassified and exchanged for (a) 1 share of the corresponding series of Liberty SiriusXM common stock, (b) 0.1 of a share of the corresponding series of Liberty Braves common stock and (c) 0.25 of a share of the corresponding series of Liberty Media common stock on April 15, 2016. Cash was paid in lieu of the issuance of any fractional shares.

 

Following the creation of the tracking stocks, shares of Series A, Series B and Series C Liberty Media common stock traded or were quoted under the symbols “LMCA/B/K,” respectively. Shortly following the Second Closing of the Formula One Acquisition, what were formerly referred to as the Media Group and the Liberty Media common stock were renamed the Formula One Group and the Liberty Formula One common stock, respectively, and the corresponding ticker symbols for the Series A, Series B and Series C Liberty Media common stock were changed to “FWONA/B/K,” respectively. FWONK shares trade on Nasdaq.

 

The following table sets forth, for the calendar quarters indicated, the range of high and low sales prices for Liberty Media Series C common stock (prior to the Recapitalization) and FWONK (after the Recapitalization) as reported on Nasdaq.

 

		Liberty Media Series C common stock (LMCK)
		High		Low
2015
First quarter		40.20		33.06
Second quarter		39.65		35.74
Third quarter		38.47		32.18
Fourth quarter		40.61		34.39
2016
First quarter		38.14		31.06
Second quarter (April 1 - April 15)(1)		38.45		37.02

 

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		Series C Liberty Formula One common stock (FWONK)
		High		Low
2016
Second quarter (April 18 — June 30)(1)		28.07		17.47
Third quarter		29.65		18.62
Fourth quarter		33.15		26.44
2017
First quarter		35.20		27.55
Second quarter		37.18		30.73
Third quarter		39.68		32.99
Fourth quarter (Through October 26, 2017)		41.14		37.28

 

(1)                                 As discussed above, the Recapitalization was completed on Friday, April 15, 2016, and FWONK (then named “Liberty Media Series C common stock”) commenced trading in the regular way on Nasdaq on Monday, April 18, 2016.

 

The last reported sale price of FWONK on Nasdaq on October 26, 2017 was $37.63 per share.

 

Dividend Policy

 

The declaration and payment of any cash dividends are at the discretion of Liberty Media’s board of directors (“Liberty Media’s board”) and depends upon our earnings, financial condition and other considerations deemed relevant by Liberty Media’s board. We have not paid any cash dividends on our FWONK shares, or any other shares of any series of Liberty Media common stock of any group, and we have no present intention of paying cash dividends on our FWONK shares or on any other shares of Liberty Media in the future.

 

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RATIO OF EARNINGS TO FIXED CHARGES

 

The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

 

		Six Months Ended June 30,				Years Ended December 31,
(in millions)		2017		2016		2016		2015
Fixed Charges
Interest expensed and capitalized		296		178		370		330
Interest within rental expense		9		9		17		18
Total Fixed Charges		305		187		387		348
Earnings
Add:
Pretax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees		412		949		1,378		602
Fixed charges		305		187		387		348
Amortization of capitalized interest		1		1		2		2
Distributed income of equity investees		6		11		19		15
Subtract:
Interest capitalized		7		4		8		2
Minority interest in pretax income of subsidiaries that have not incurred fixed charges		12		6		14		(40	)
Total Earnings		705		1,138		1,764		1,005
Ratio of Earnings to Fixed Charges		2.3		6.1		4.6		2.9

 

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CAPITALIZATION

 

The following table sets forth our cash and capitalization as of June 30, 2017:

 

·                  on an actual basis; and

 

·                  as adjusted to give effect to (i) Delta Topco’s exchange, on September 20, 2017, of the principal amount of $323 million of Exchangeable Notes for 14,527,925 FWONK shares and (ii) this exchange offer and the related transactions, assuming all of the outstanding Exchangeable Notes are tendered and accepted for exchange and contributed to Delta Topco for cancellation and the exchange offer expires on the scheduled expiration date, resulting in the issuance and delivery of 1,227,221 FWONK shares and the payment of $1 million in cash as the Offer Consideration.

 

The table below should be read in conjunction with, and is qualified in its entirety by reference to, the other financial information in this prospectus, as well as the historical consolidated financial statements and related notes included elsewhere or incorporated by reference in this prospectus.

 

		As of June 30, 2017 (in millions)
		Actual			As Adjusted
		Unaudited
Cash and cash equivalents		$	744		743
Debt
Corporate level notes and loans:
Margin Loans		600			600
Liberty 1.375% Cash Convertible Notes due 2023		1,177			1,177
Liberty 2.25% Exchangeable Senior Debenture due 2046		483			483
Liberty 1% Cash Convertible Notes due 2023		523			523
Other		35			35
Subsidiary notes and loans:
SIRIUS XM Notes and loans		6,474			6,474
Braves Notes and loans		511			511
Formula 1 Term B Loans		3,116			3,116
Second Lien		301			301
Exchangeable Notes		335			—
Deferred loan costs		(31		)	(31	)
Total Debt		$	13,524		13,189
Stockholders’ Equity
Common stock		5			5
Additional paid-in capital		3,695			4,030
Accumulated other comprehensive earnings (loss), net of taxes		(52		)	(52	)
Retained earnings		11,800			11,799
Total Stockholders’ Equity		$	15,448		15,782
Total Capitalization		$	28,972		28,971

 

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THE EXCHANGE OFFER

 

Purpose of the Exchange Offer

 

The outstanding Exchangeable Notes represent less than 10% of the Exchangeable Notes that were initially issued by Delta Topco pursuant to the Instrument. The purpose of the exchange offer is to simplify the capitalization of Delta Topco, by the Offeror acquiring all of the outstanding Exchangeable Notes and contributing them to Delta Topco for cancellation in exchange for additional shares of Delta Topco.

 

Principal Amount of Exchangeable Notes; Offer Consideration

 

The Offeror is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, the Offer Consideration for all, but not less than all, of the outstanding Exchangeable Notes.

 

The Offer Consideration deliverable for exchanged Exchangeable Notes consists of: (i) a number of FWONK shares equal to the quotient obtained by dividing the principal amount of such Exchangeable Notes by $22.323 and (ii) cash in an amount equal to all interest that would have been paid to such holder, in accordance with the terms of the Exchangeable Notes, had such notes been held until the maturity date of July 23, 2019, without discounting or compounding.  In the event that an exchange would yield a fractional FWONK share, in lieu of such fraction, the Offeror will round up to the nearest whole FWONK share.

 

The Offeror will accept for exchange all Exchangeable Notes validly tendered and not properly withdrawn on or prior to the expiration date, upon the terms and subject to the conditions described in this prospectus and the accompanying letter of transmittal.

 

All Exchangeable Notes validly tendered but not purchased because the exchange offer is not completed will be returned to you at the Offeror’s expense promptly following the earlier of the termination or expiration of the exchange offer.

 

You may withdraw your Exchangeable Notes from the exchange offer by following the procedures described under “—Withdrawal Rights.”

 

The exchange offer is conditioned on all of the outstanding Exchangeable Notes being validly tendered and accepted for exchange and the other conditions described under “—Conditions of the Exchange Offer.”

 

Recommendation

 

None of Liberty Media, the Offeror, Delta Topco, their respective directors or officers or any other person is making any recommendation as to whether or not you should participate in the exchange offer, and each is remaining neutral as to whether you should tender your Exchangeable Notes in the exchange offer. You must make your own investment decision with regard to the exchange offer based upon your own assessment. Before making your decision, we urge you to read this prospectus and the accompanying letter of transmittal carefully, including the information in this prospectus set forth under “Risk Factors” and the documents incorporated by reference in this prospectus.

 

Status of FWONK shares under the Securities Act

 

Liberty Media’s FWONK shares are listed on Nasdaq under the symbol “FWONK.”  Generally, the FWONK shares you receive in the exchange offer may be offered for resale, resold and otherwise transferred without further registration under the Securities Act and without delivery of a prospectus meeting the requirements of Section 10 of the Securities Act, unless you are considered an “affiliate” of Liberty Media within the meaning of Rule 144(a)(1) under the Securities Act. Any holder who is an affiliate of Liberty Media at the time of the exchange must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resales, unless such sale or transfer is made pursuant to an exemption from such requirements and the requirements

 

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under applicable state securities laws. For more information regarding the market for FWONK shares, see “Price Range of Series C Liberty Formula One Common Stock and Dividend Policy.”

 

Expiration Date; Extensions; Amendments

 

The exchange offer will expire at 12:00 midnight, New York City time, at the end of the expiration date, unless the Offeror, in its sole and absolute discretion, extends it, in which case the expiration date will be the latest date to which the exchange offer is extended.

 

The Offeror expressly reserves the right, in its sole and absolute discretion at any time and from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for exchange of any Exchangeable Notes. If the Offeror decides to extend the expiration date, we will announce any extension by press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the scheduled expiration date of the exchange offer, and we will also deliver to each holder notice of such extension by e-mail to the e-mail address for such holder listed in the registry maintained by Delta Topco.

 

This prospectus, the letter of transmittal and other relevant materials are being mailed to record holders of Exchangeable Notes, at their respective addresses as set forth in the registry for the Exchangeable Notes maintained by Delta Topco.

 

If the Offeror materially changes the terms of the exchange offer or the information concerning the exchange offer, it will promptly disclose the changes and extend the exchange offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which an exchange offer must remain open following material changes in the terms of the exchange offer or information concerning the exchange offer (other than a change in price or a decrease in percentage of Exchangeable Notes sought, as described below) will depend on the facts and circumstances, including the relative materiality of such terms or information. If the Offeror:

 

·                  increases or decreases the Offer Consideration to be delivered for the Exchangeable Notes; or

 

·                  decreases the principal amount of Exchangeable Notes it is seeking to purchase in the exchange offer,

 

then the exchange offer must remain open, or will be extended, until at least ten business days from, and including, the date that notice of any such change is first published, sent or given in the manner described above. For purposes of the exchange offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

 

The Offeror also expressly reserves the right (1) to delay acceptance for exchange of any Exchangeable Notes tendered pursuant to the exchange offer, regardless of whether any such Exchangeable Notes were previously accepted for exchange, and (2) at any time, or from time to time, to amend the exchange offer in any manner. The Offeror’s reservation of the right to delay exchange of Exchangeable Notes that it has accepted for exchange is limited by the SEC’s rules under the Exchange Act, which require that a bidder must pay the consideration offered or return the securities deposited by or on behalf of holders promptly after the termination or withdrawal of any offer. Any extension, delay in delivery of the Offer Consideration, or amendment will be followed as promptly as practicable by press release or public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer, and we will also deliver to each holder notice of such extension by e-mail to the e-mail address for such holder listed on the registry maintained by Delta Topco.  Without limiting the manner in which we may choose to make any public announcement, we will have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by issuing a press release.

 

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Termination of the Exchange Offer

 

The Offeror reserves the right, in its sole and absolute discretion, to terminate the exchange offer and not accept for exchange any Exchangeable Notes at any time prior to the completion of the exchange offer if any of the conditions below under “—Conditions of the Exchange Offer” have not been satisfied on or prior to the expiration date or upon the occurrence of any of the events specified below under “—Conditions of the Exchange Offer.” If the Offeror terminates the exchange offer, it will notify the Exchange Agent and we will issue a timely press release or other public announcement regarding the termination as well as deliver to each holder notice of such termination by e-mail to the e-mail address for such holder listed in the registry maintained by Delta Topco.

 

In the event the exchange offer is terminated, withdrawn or otherwise not consummated on or prior to the expiration date, no consideration will be delivered or become deliverable to any holders who have properly tendered their Exchangeable Notes pursuant to the exchange offer. In any such event, any Exchangeable Notes previously tendered pursuant to the exchange offer will be promptly returned to the tendering holders.

 

Effect of Letter of Transmittal

 

Subject to, and effective upon, the acceptance of the Exchangeable Notes, by executing and delivering a letter of transmittal each holder of Exchangeable Notes:

 

·                  irrevocably sells, assigns and transfers to or upon the order of the Offeror all right, title and interest in and to, all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of the Exchangeable Notes;

 

·                  waives any and all right with respect to the Exchangeable Notes tendered; and

 

·                  releases and discharges Delta Topco, Liberty Media and the Offeror from any and all claims such holder may have, now or in the future, arising out of or related to the Exchangeable Notes, but excluding any claims arising now or in the future under federal securities laws and other than pursuant to the holder’s rights under the express terms of the exchange offer.

 

Conditions of the Exchange Offer

 

Notwithstanding any other provision of the exchange offer to the contrary, the Offeror will not be required to exchange any Exchangeable Notes if the conditions described herein are not met.

 

The exchange offer is subject to the following conditions that the Offeror may not waive:

 

·                  the registration statement of which this prospectus forms a part shall have become effective; and

 

·                  no stop order suspending the effectiveness of the registration statement and no proceedings for that purpose shall have been instituted or be pending, or to our knowledge, be contemplated or threatened by the SEC.

 

The exchange offer is further subject to the condition that the Minimum Tender Condition shall have been satisfied.

 

In addition, the exchange offer is subject to the condition that none of the following events shall have occurred (or has been determined by the Offeror to have occurred) and be continuing that in the Offeror’s reasonable judgment and regardless of the circumstances, makes it impossible or inadvisable to proceed with the exchange offer or with the exchange of the Offer Consideration for Exchangeable Notes:

 

·                  there shall have been instituted, threatened in writing or be pending any action or proceeding before or by any court or governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the exchange offer which would or would be reasonably likely to directly or indirectly prohibit, prevent, restrict or delay consummation of the exchange offer or materially impair the contemplated benefits to us of the exchange offer;

 

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·                  an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that would or would be reasonably likely to directly or indirectly prohibit, prevent, restrict or delay consummation of the exchange offer or materially impair the contemplated benefits to us of the exchange offer;

 

·                  there shall have occurred any other event or events that would prohibit, restrict or delay the consummation of the exchange offer;

 

·                  any approval, permit, authorization, favorable review or consent of any domestic or foreign governmental entity or any third-party consents required to be obtained in connection with the exchange offer shall not have been obtained; or

 

·                  there shall have occurred:

 

·                  any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter markets in the United States;

 

·                  a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States; or

 

·                  a commencement or significant worsening of a war or armed hostilities or other national or international calamity, including but not limited to, a catastrophic terrorist attack against the United States or its citizens.

 

For purposes of the foregoing provisions, the “Minimum Tender Condition” shall be deemed to have been satisfied only if the Exchange Agent has received Exchangeable Notes, which have been validly tendered and not properly withdrawn, representing 100% of the outstanding principal amount of the Exchangeable Notes by 12:00 midnight, New York City time, at the end of the expiration date.

 

The Offeror expressly reserves the right to amend or terminate the exchange offer and to reject any Notes not previously accepted for exchange, upon the failure of the Minimum Tender Condition to be satisfied or upon the occurrence of any of the events specified above.

 

Notwithstanding the foregoing, the Offeror expressly reserves the right, in its sole discretion, but subject to applicable law, to terminate the exchange offer prior to the expiration date and not accept in exchange for Offer Consideration any Exchangeable Notes tendered in the exchange offer if the Offeror determines, in its reasonable judgment, that any of the conditions of the exchange offer have not been satisfied on or prior to the expiration date.

 

The foregoing conditions are solely for the Offeror’s benefit, and it may assert one or more of the conditions regardless of the circumstances giving rise to any such conditions. The Offeror may also, in its sole and absolute discretion, waive these conditions in whole or in part, at any time and from time to time in its discretion, except as to the requirements that the registration statement be declared effective by the SEC and no stop order suspending the effectiveness of the registration statement and no proceedings for that purpose shall have been instituted or be pending, or to our knowledge, be contemplated or threatened by the SEC. The Offeror’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed a continuing right that may be asserted at any time and from time to time. Any determination by the Offeror concerning the events described above will be final and binding on all parties. We will give prompt notice of any amendment, non-acceptance, termination or waiver to the Exchange Agent, followed by a timely public announcement.

 

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Consequences of Failure to Tender Exchangeable Notes

 

Because the Minimum Tender Condition requires the valid tender of all of the outstanding Exchangeable Notes, if any holder of Exchangeable Notes does not validly tender all of its Exchangeable Notes, all of the Exchangeable Notes tendered in the exchange offer will be returned, at the Offeror’s expense, promptly after the expiration or termination of the exchange offer, unless the Offeror waives the Minimum Tender Condition. The Offeror does not presently intend to waive this condition.

 

Procedures for Tendering Exchangeable Notes

 

In accordance with the Instrument, all of the Exchangeable Notes are in certificated form and registered in the names of the holders in the registry kept and maintained by Delta Topco. Only a registered holder of Exchangeable Notes may tender such notes in this exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, and mail or otherwise deliver such letter of transmittal and the certificate(s) representing the Exchangeable Notes being tendered, together with all other documents required by the letter of transmittal, so that they are received by the Exchange Agent at one of its physical addresses set forth on the last page of this prospectus before 12:00 midnight, New York City time, at the end of the expiration date.

 

We are not providing guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Exchange Agent on or prior to the expiration date of the exchange offer. Tenders not completed at or prior to 12:00 midnight, New York City time, at the end of the expiration date will be disregarded and of no effect.

 

Do not send letters of transmittal or certificates representing Exchangeable Notes to the Offeror, Liberty Media or Delta Topco. Send these documents only to the Exchange Agent.

 

Holders of Exchangeable Notes do not need to complete, sign and deliver the transfer notice attached as Exhibit A to the Exchangeable Notes to participate in the exchange offer.

 

General Provisions

 

The method of delivery of the letter of transmittal, the certificates representing Exchangeable Notes and all other documents or instructions is at your risk.

 

All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders and withdrawals of Exchangeable Notes will be determined by the Offeror in its sole discretion. The Offeror’s determination will be final and binding. Alternative, conditional or contingent tenders will not be considered valid. The Offeror and the Exchange Agent reserve the absolute right to reject any or all tenders of Exchangeable Notes that are not in proper form or the acceptance of which would, in the Offeror’s judgment or in the judgment of the Exchange Agent or its counsel, be unlawful. The Offeror and the Exchange Agent also reserve the right to waive any defects, irregularities or conditions of tender as to particular Exchangeable Notes either before or after the expiration date (including the right to waive the ineligibility of any security holder who seeks to tender Exchangeable Notes in the exchange offer). A waiver of any defect or irregularity with respect to the tender of any Exchangeable Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Exchangeable Notes except to the extent the Offeror may otherwise so provide. The Offeror will interpret the terms and conditions of the exchange offer and its determination will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Exchangeable Notes for exchange must be cured within the period of time the Offeror determines. Tenders of Exchangeable Notes shall not be deemed to have been made until any defects or irregularities have been waived by the Offeror or cured. None of Liberty Media, the Offeror, Delta Topco, their respective directors or officers or any other person will be under any duty to give notification of any defect or irregularity in any tender of Exchangeable Notes, or will incur any liability to you for failure to give any such notification.

 

All tendering holders, by execution of the letter of transmittal, waive any right to receive notice of the acceptance of their Exchangeable Notes for purchase.

 

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Exchangeable Notes being tendered must be delivered to the Exchange Agent in accordance with the procedures described in this prospectus and the accompanying letter of transmittal, before 12:00 midnight, New York City time, at the end of the expiration date.

 

Acceptance of Exchangeable Notes for Exchange; Delivery of Offer Consideration

 

Upon satisfaction or waiver, as permitted, of all of the conditions to the exchange offer, and assuming the Offeror has not previously elected to terminate the exchange offer, the Offeror will accept any and all Exchangeable Notes that are properly tendered and not properly withdrawn prior to 12:00 midnight, New York City time, at the end of the expiration date. Immediately prior to the Offeror’s acceptance of any and all of the Exchangeable Notes, Liberty Media will make a contribution to the Offeror of the Offer Consideration, which is expected to be an aggregate of 1,227,221 FWONK shares and $1,095,809.72  in cash if all of the outstanding Exchangeable Notes are tendered and accepted. The Offer Consideration will be delivered promptly after acceptance of the Exchangeable Notes, and no more than two trading days, following the expiration date.  For purposes of the exchange offer, the Offeror will be deemed to have accepted validly tendered Exchangeable Notes, when, as, and if the Offeror has given oral or written notice of its acceptance of the Exchangeable Notes to the Exchange Agent.

 

In all cases, the delivery of the Offer Consideration, consisting of the delivery of direct registration statements representing the FWONK shares to be held in book-entry form at Liberty Media’s transfer agent and a bank check for the cash portion, for any Exchangeable Notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the Exchange Agent of the certificates representing such Exchangeable Notes, a properly completed letter of transmittal duly executed by the holder of such Exchangeable Notes and receipt of all other required documents from such holder. The Offeror reserves the absolute right to waive any defects or irregularities in the tender or conditions, as permitted, of the exchange offer. If any tendered Exchangeable Notes are not accepted for any reason, those unaccepted Exchangeable Notes will be returned without expense to the tendering holder thereof as promptly as practicable after the termination, expiration or withdrawal of the exchange offer.

 

If your Exchangeable Notes are accepted for exchange in the exchange offer, you will receive the Offer Consideration promptly, and no more than two trading days, after the expiration date and the acceptance of such Exchangeable Notes for exchange. Delivery of the Offer Consideration will be made by delivery of a direct registration statement, reflecting the direct registration in book-entry form of the FWONK shares portion of the Offer Consideration at Liberty Media’s transfer agent, and delivery of a bank check, reflecting the cash portion of the Offer Consideration.

 

Settlement Date

 

The settlement date in respect of Exchangeable Notes that are accepted pursuant to the exchange offer is expected to be promptly, (and no more than two trading days,) following the expiration date.

 

Your Representation and Warranty; The Offeror’s Acceptance Constitutes an Agreement

 

A tender of Exchangeable Notes under the procedures described above will constitute your acceptance of the terms and conditions of the exchange offer. In addition, by tendering your Exchangeable Notes in the exchange offer, you are representing, warranting and agreeing that, among other things:

 

·                  you have received a copy of this prospectus and the accompanying letter of transmittal and agree to be bound by all the terms and conditions of the exchange offer;

 

·                  you have full power and authority to tender your Exchangeable Notes;

 

·                  you have assigned and transferred the Exchangeable Notes to the Exchange Agent and irrevocably constitute and appoint the Exchange Agent as your true and lawful agent and attorney-in-fact to cause your Exchangeable Notes to be tendered in the exchange offer, that power of attorney being irrevocable and coupled with an interest, subject only to the right of withdrawal described in this prospectus; and

 

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·                  your Exchangeable Notes are being tendered, and will, when accepted by the Exchange Agent, be free and clear of all charges, liens, restrictions, claims, equitable interests and encumbrances, other than the claims of a holder under the express terms of the exchange offer.

 

By tendering Exchangeable Notes pursuant to the exchange offer, you will also be deemed to have agreed to, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by the Offeror to be necessary or desirable to complete the tender, sale, assignment and transfer of the Exchangeable Notes tendered thereby.

 

The Offeror’s acceptance for purchase of Exchangeable Notes tendered under the exchange offer will constitute a binding agreement between you and the Offeror upon the terms and conditions of the exchange offer described in this and the related documents. Such agreement will be governed by, and construed in accordance with, the laws of the State of New York.

 

Withdrawal Rights

 

Tenders of the Exchangeable Notes may be withdrawn by delivery of a written or email notice to the Exchange Agent so that the notice is received by the Exchange Agent at one of its physical addresses or at the email address listed on the last page of this prospectus, at any time prior to 12:00 midnight, New York City time, at the end of the expiration date. Any written notice of withdrawal must (1) specify the name of the person having tendered the Exchangeable Notes to be withdrawn, (2) identify the Exchangeable Notes to be withdrawn (including the certificate number or numbers and principal amount of the Exchangeable Notes, as applicable), and (3) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Exchangeable Notes were tendered.

 

Withdrawals may not be rescinded. If you change your mind, you may tender your Exchangeable Notes again by following the exchange offer procedures before the exchange offer expires. Any questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Offeror, in its sole discretion. The Offeror’s determination will be final and binding. The Offeror and the Exchange Agent reserve the absolute right to reject any or all attempted withdrawals of Exchangeable Notes that are not in proper form or the acceptance of which would, in the Offeror’s judgment or in the judgment of the Exchange Agent or its counsel, be unlawful. The Offeror and the Exchange Agent also reserve the right to waive any defects, irregularities or conditions of a withdrawal as to particular Exchangeable Notes. A waiver of any defect or irregularity with respect to the withdrawal of any Exchangeable Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the withdrawal of any other Note except to the extent we may otherwise so provide. Withdrawals of Exchangeable Notes shall not be deemed to have been made until any defects or irregularities have been waived by the Offeror or cured. None of Liberty Media, the Offeror, Delta Topco, their respective directors or officers or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal of a tender or incur any liability for failure to give any such notification.

 

The Exchangeable Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Exchangeable Notes which have been tendered for exchange but which are withdrawn will be returned to the holder without cost to the holder promptly after withdrawal. Properly withdrawn Exchangeable Notes may be re-tendered by following the procedures described under “—Procedures for Tendering Exchangeable Notes” at any time on or prior to 12:00 midnight, New York City time, at the end of the expiration date. In addition, if not previously returned, Exchangeable Notes tendered in the exchange offer that are not accepted by the Offeror for exchange may be withdrawn on or after the 40th business day following the commencement of this exchange offer.

 

If the Offeror extends the exchange offer, is delayed in its acceptance of Exchangeable Notes, or is unable to accept Exchangeable Notes for exchange under the exchange offer for any reason, then, without prejudice to its rights under the exchange offer, the Exchange Agent may, subject to applicable law, retain tendered Exchangeable

 

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Notes on our behalf, and such Exchangeable Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described in this prospectus and the accompanying letter of transmittal.

 

Deed Poll Amending the Instrument

 

Under the Instrument, the Exchangeable Notes may only be transferred by a holder to an affiliate of the holder, another holder, or to Delta Topco.  In addition, at least five business days prior to any transfer, a holder is required to notify Delta Topco of the transfer by completing and delivering to Delta Topco the form of Transfer Notice attached as Exhibit A to the Exchangeable Notes.

 

To facilitate the exchange offer and to simplify the procedures for tendering Exchangeable Notes, Delta Topco has executed an amendment to the Instrument in, the form of a deed poll, which provides that (i) the term “Permitted Transfer” includes a transfer of Exchangeable Notes to Computershare, acting as Exchange Agent, and to the Offeror pursuant to the exchange offer and (ii) holders of Exchangeable Notes will not be required to complete, execute and deliver to Delta Topco a Transfer Notice in order to tender their Exchangeable Notes and participate in the exchange offer.  The deed poll executed by Delta Topco has been filed as an exhibit to the registration statement of which this prospectus forms a part. See “Where You Can Find More Information About Liberty Media.”

 

Exchange Agent

 

Computershare has been appointed as the Exchange Agent for the exchange offer. We have agreed to pay the Exchange Agent a reasonable and customary fee for its services. We will also indemnify the Exchange Agent for certain liabilities and expenses in connection with the exchange offer, including liabilities under the federal securities laws.  All completed letters of transmittal, certificate(s) and other materials (if applicable) should be directed to the Exchange Agent at one of its addresses set forth below:

 

By Registered or Certified Mail:	By Overnight Delivery or Courier:
Computershare	Computershare
Attn: Voluntary Corporate Actions	Attn: Voluntary Corporate Actions
P.O. Box 43011	250 Royall Street, Suite V
Providence, RI 02940-3011	Canton, MA 02021

 

Solicitation

 

The Exchange Agent will mail solicitation materials on the Offeror’s behalf. In connection with the exchange offer, officers, directors and regular employees of Liberty Media may answer inquiries concerning the terms of the exchange offer, in each case by use of the mails, electronic communication or other similar methods, but they will not receive additional compensation for soliciting tenders or answering any such inquiries. Counsel to the selling shareholders in the Formula 1 Acquisition, Freshfields, is available to answer any questions regarding the terms of the Exchangeable Notes and the exchange offer generally. Liberty Media has agreed to pay the fees and expenses of Freshfields for these services.

 

Retirement and Cancellation

 

Any Exchangeable Notes that are properly tendered and accepted pursuant to the exchange offer will be contributed by the Offeror to Delta Topco for cancellation in exchange for additional shares of Delta Topco.

 

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Security Ownership

 

Duncan Llowarch, chief financial officer of Delta Topco and a director of certain of its subsidiaries, and Sacha Woodward Hill, general counsel of Delta Topco and a director of certain of its subsidiaries, each own $1.7 million, or 6.3%, of the outstanding Exchangeable Notes.  Peter Brabeck-Letmathe, a director of Delta Topco, owns $2.3 million, or 8.4%, of the outstanding Exchangeable Notes.  Other than the Messrs. Llowarch and Brabeck-Letmathe and Ms. Hill (the “Delta Topco holders”), neither Liberty Media or any of its subsidiaries, including the Offeror and Delta Topco, nor, to the best of our knowledge, any of Liberty Media’s or its subsidiaries’ executive officers, directors or affiliates or any associates of the foregoing, owns any outstanding Exchangeable Notes.  The Offeror will not acquire any Exchangeable Notes from Liberty Media or any of its subsidiaries or, to the best of our knowledge, any of Liberty Media’s or its subsidiaries’ executive officers, directors or affiliates, or any associates of the foregoing pursuant to the exchange offer, other than the Delta Topco holders.  Any Exchangeable Notes validly tendered by, and accepted from, the Delta Topco holders will be exchanged for Offer Consideration on the same terms as Exchangeable Notes validly tendered by, and accepted from, other holders.  The only transactions by Liberty Media or any of its subsidiaries, including the Offeror, or, to the best of our knowledge. any of Liberty Media’s or its subsidiaries’ executive officers, directors or affiliates, or any associates of the foregoing, involving the Exchangeable Notes in the past 60 days were in connection with Delta Topco’s exchange, on September 20, 2017, of $323.2 million of Exchangeable Notes for 14,527,925 FWONK shares, at an exchange price of $22.323 per share, upon the exercise by the holders of those notes of their exchange right in accordance with the provisions of the Instrument and the Exchangeable Notes. The FWONK shares so issued were subsequently offered and sold in an underwritten offering that was registered under the Securities Act, and Liberty Media was responsible for the expenses incident to such registration.

 

Commissions

 

Tendering holders of outstanding Exchangeable Notes will not be required to pay any expenses of soliciting tenders in the exchange offer, including any fee or commission payable to the Exchange Agent.

 

Source and Amount of Funds

 

We estimate that the total amount of funds required to pay the cash portion of the Offer Consideration for all outstanding Exchangeable Notes and to pay costs and expenses related to the exchange offer, including the fees of the Exchange Agent, legal counsel, accountants and other professionals will be approximately $1,350,000.  The cash portion of the Offer Consideration, and funds to cover fees and expenses of the exchange offer, will be transferred to the Offeror prior to the settlement of the exchange offer from existing cash balances of Liberty Media and its consolidated subsidiaries (including Delta Topco), and prior to the settlement of the exchange offer, the FWONK shares portion of the Offer Consideration will be transferred to the Offeror by Liberty Media and its subsidiaries.

 

Accounting Treatment

 

If the exchange offer is consummated, we expect to account for the premium paid in the form of FWONK shares as an exchange of the Exchangeable Notes into equity securities, net of any expenses associated with the exchange offer. We intend to pay the cash portion of the Offer Consideration with available cash.

 

For Exchangeable Notes validly tendered and accepted and retired, we will recognize an inducement expense equal to the cash payment for unaccrued interest.

 

We expect to record the net result of the induced exchange charge and the gain/loss on settlement of an exchangeable instrument related to the exchange offer as a debt extinguishment charge. We will also recognize a reduction of the related liabilities and an increase in common stock and additional paid-in capital related to the exchange offer.

 

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Appraisal Rights

 

There are no dissenter’s rights or appraisal rights with respect to the exchange offer.

 

Transfer Taxes

 

Subject to the following, we will pay all transfer taxes, if any, applicable to the exchange of Exchangeable Notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

 

·                  FWONK shares are to be delivered to, or issued in the name of, any person other than the registered holder of the Exchangeable Notes; or

 

·                  a transfer tax is imposed for any reason other than the exchange of Exchangeable Notes under the exchange offer.

 

If satisfactory evidence of payment of transfer taxes is not submitted with the letter of transmittal, the amount of any transfer taxes will be billed to the tendering holder.

 

We will not pay or bear any United Kingdom stamp duty which is applicable to the exchange of the Exchangeable Notes pursuant to the exchange offer unless such stamp duty is to be paid in order to produce the relevant stamped instrument before any court, arbitrator, referee or other public authority and that instrument could not be given in evidence or relied upon before such court, arbitrator, referee or public authority without the payment of such stamp duty.

 

Repurchases Outside the Exchange Offer

 

Rule 14e-5 under the Exchange Act prohibits us and our affiliates from purchasing Exchangeable Notes and related securities outside of the exchange offer from the time that the exchange offer is first announced until the expiration of the exchange offer, subject to certain exceptions. In addition, Rule 13e-4 under the Exchange Act generally prohibits us and our affiliates from purchasing any Exchangeable Notes and related securities other than pursuant to the exchange offer until ten business days after the expiration date of the exchange offer, although there are some exceptions. Accordingly, if the exchange offer is completed and all of the Exchangeable Notes are repurchased, any such repurchase must be as a result of a validly tendering Exchangeable Notes in connection with the exchange offer.

 

Miscellaneous

 

This prospectus and the letter of transmittal will be mailed to registered holders of the Exchangeable Notes at their respective addresses as set forth in the registry for the Exchangeable Notes maintained by Delta Topco.

 

We are not aware of any jurisdiction where the making of the exchange offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the exchange offer or the acceptance of Exchangeable Notes pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, the exchange offer will not be made to (nor will tenders be accepted from or on behalf of) holders of the Exchangeable Notes in such jurisdiction.

 

Pursuant to Rule 13e-4 under the Exchange Act, we have filed with the SEC the Schedule TO, which contains additional information with respect to the exchange offer. We will file an amendment to the Schedule TO to report any material changes in the terms of the exchange offer and to report the final results of the exchange offer as required by Exchange Act Rule 13e-4(c)(3) and 13e-4(c)(4), respectively. The Schedule TO, including the exhibits

 

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and any amendments and supplements to that document, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under “Where You Can Find More Information About Liberty Media.”

 

None of Liberty Media, the Offeror or their respective directors or officers has authorized any person to give any information or to make any representation in connection with the exchange offer other than the information and representations contained in this prospectus or the letter of transmittal. If anyone makes any representation or gives any such information, you should not rely upon that representation or information as having been so authorized.

 

The following persons are the directors and executive officers of the Offeror as of the date of this prospectus.

 

Name		Position
Richard N. Baer		Director
Tim Lenneman		Director
Duncan Llowarch		Director
Gregory Maffei		Director
Craig Troyer		Director
Sacha Woodward Hill		Director

 

 

The address of each person is: c/o Liberty GR Acquisition Company Limited, No. 2, St. James’s Market, London, United Kingdom, SW1Y 4AH. Each person’s telephone number is (877) 722-1518.

 

The following persons are directors and executive officers of Liberty Media as of the date of this prospectus.

 

Name		Position
John C. Malone		Chairman of the Board and Director
Gregory B. Maffei		Chief Executive Officer, President and Director
Robert R. Bennett		Director
Brian Deevy		Director
M. Ian G. Gilchrist		Director
Evan D. Malone		Director
David E. Rapley		Director
Larry E. Romrell		Director
Andrea Wong		Director
Mark D. Carleton		Chief Financial Officer
Albert E. Rosenthaler		Chief Corporate Development Officer

 

The address of each director and executive officer is: c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. Each person’s telephone number is (720) 875-5400.

 

From time to time Liberty Media has under consideration various plans and proposals to simplify and rationalize the capital and debt structure of Delta Topco and its subsidiaries, including the removal of redundant subsidiaries, to allow for the more efficient repatriation of cash from its operating subsidiaries and to better accommodate new business lines. Apart from these plans and proposals, as of the date of this prospectus, we have no plans, proposals or negotiations that relate to or would result in: (1) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Delta Topco or any of its subsidiaries; (2) any purchase, sale or transfer of a material amount of assets of Delta Topco or any of its subsidiaries; (3) except as described herein, any material change in Delta Topco’s present dividend rate or policy, or indebtedness or capitalization; (4) any change in Delta Topco’s present board of directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; (5) any other material change in Delta Topco’s corporate structure or business; (6) although not currently listed, any class of Delta Topco’s equity securities to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association; (7) although not currently registered, any class of Delta Topco’s equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; (8) although Delta Topco is not currently obligated to file reports, the suspension of Delta Topco’s obligation to file reports under Section 15(d) of the Exchange Act if such obligation arises; (9) except in connection with the exchange offer or the transfer of the Exchangeable Notes by the Offeror to Delta Topco following the completion of the exchange offer, the acquisition by any person of additional securities of Delta Topco, or the disposition of securities of Delta Topco; or (10) any changes in Delta Topco’s governing instruments or other actions that could impede the acquisition of control of Delta Topco.

 

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