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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): August 9, 2022

 

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware  001-35707  37-1699499
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

Registrant's telephone number, including area code: (720) 875-5400

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Series A Liberty SiriusXM Common Stock LSXMA The Nasdaq Stock Market LLC
Series B Liberty SiriusXM Common Stock LSXMB The Nasdaq Stock Market LLC
Series C Liberty SiriusXM Common Stock LSXMK The Nasdaq Stock Market LLC
Series A Liberty Braves Common Stock BATRA The Nasdaq Stock Market LLC
Series C Liberty Braves Common Stock BATRK The Nasdaq Stock Market LLC
Series A Liberty Formula One Common Stock FWONA The Nasdaq Stock Market LLC
Series C Liberty Formula One Common Stock FWONK The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On August 9, 2022, Liberty Media Corporation (the “Company”) announced the proposed offering of $375 million aggregate principal amount of convertible senior notes due 2027 pursuant to Rule 144A under the Securities Act of 1933, as amended.

 

On August 10, 2022, the Company announced the pricing of the upsized offering of $425 million aggregate principal amount of its 2.25% convertible senior notes due 2027 (the “Notes”). The Company has also granted the initial purchasers an option to purchase additional Notes with an aggregate principal amount of up to $50 million.

 

This Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated August 9, 2022, regarding the proposed private offering.
99.2   Press Release, dated August 10, 2022, regarding the pricing of the offering.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 10, 2022

 

  LIBERTY MEDIA CORPORATION
     
  By: /s/ Katherine C. Jewell 
    Name: Katherine C. Jewell
    Title: Assistant Vice President