UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Liberty Media Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Information in this proxy statement/notice/prospectus/information statement is not complete and may be changed. We may not sell the securities offered by this proxy statement/notice/​prospectus/information statement until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/notice/prospectus/information statement does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to completion, dated March 20, 2024

[                 ], 2024​

Dear Stockholder:

On behalf of the boards of directors of Liberty Media Corporation, a Delaware corporation (Liberty Media), and Sirius XM Holdings Inc., a Delaware corporation (Sirius XM Holdings), we are pleased to enclose the accompanying proxy statement/notice/prospectus/information statement (the materials) relating to the proposed transaction to combine Liberty Media’s Liberty SiriusXM Group with Sirius XM Holdings to form a new, consolidated, independent public company, which will continue to operate under Sirius XM Holdings’ name and brands. The new company will have no majority stockholder, a single class of shares outstanding and a board comprised of a majority of independent directors.

In the transaction, Liberty Media would separate the Liberty SiriusXM Group from Liberty Media by means of a redemptive split-off (the Split-Off) of Liberty Sirius XM Holdings Inc., a Delaware corporation and wholly owned subsidiary of Liberty Media (New Sirius). A wholly owned subsidiary of New Sirius will then merge with and into Sirius XM Holdings, Sirius XM Holdings will become a wholly owned subsidiary of New Sirius, and, in connection with the completion of the transactions, New Sirius will be renamed “Sirius XM Holdings Inc.” At the effective time of the Merger, Sirius XM Holdings will be renamed Sirius XM Inc.

Liberty Media, New Sirius and Sirius XM Holdings have entered into a Reorganization Agreement, dated as of December 11, 2023 (the Reorganization Agreement). The Reorganization Agreement governs, among other things, the terms and conditions of the Split-Off, pursuant to which all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group, including, among others, Liberty Media’s approximately 83% interest in Sirius XM Holdings, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of the common stock, par value $0.001 per share, of Sirius XM Holdings (Sirius XM Common Stock), and corporate cash, will be contributed to New Sirius and each outstanding share of Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB”) and Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK and, together with LSXMA and LSXMB, collectively, Liberty SiriusXM Common Stock) will be redeemed for such number of shares of common stock of New Sirius, par value $0.001 per share (New Sirius Common Stock), equal to the Exchange Ratio (as defined in the Reorganization Agreement and further described below) (the Exchange Ratio) (such redemption and exchange, the Redemption), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

Prior to the closing of the Split-Off and pursuant to the Reorganization Agreement, the Exchange Ratio (rounded to the nearest ten-thousandth) will be calculated based on (a) the number of shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries immediately prior to the Split-Off reduced by a net liabilities share adjustment, divided by (b) the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock after the close of the market on the date that is seven business days prior to the date of closing of the Redemption, as further described in the accompanying materials.

Liberty Media, Sirius XM Holdings, New Sirius and Radio Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of New Sirius (Merger Sub), have also entered into an Agreement and Plan of Merger, dated as of December 11, 2023 (the Merger Agreement), pursuant to which, substantially concurrently with, but

following, the completion of the Split-Off, Merger Sub will merge with and into Sirius XM Holdings (the Merger and, collectively with the Split-Off, the Transactions), with Sirius XM Holdings surviving the Merger as a wholly owned subsidiary of New Sirius.

Upon completion of the Merger, each share of Sirius XM Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares beneficially owned by Sirius XM Holdings or New Sirius or any of its subsidiaries) will be converted into the right to receive one share of New Sirius Common Stock.

As a result of the Transactions, based on an estimated Exchange Ratio of 8.4, which assumes that as of June 30, 2024, there will be approximately 3,838.9 million shares of Sirius XM Common Stock outstanding, approximately 348.4 million shares of Liberty SiriusXM Common Stock outstanding and an estimated net liabilities share adjustment of 264.2 million shares of New Sirius Common Stock (which, based on the $4.23 reference price for shares of Sirius XM Common Stock, equates to approximately $1,118 million), we estimate that the former Sirius XM Holdings stockholders, in the aggregate but other than Liberty Media and its subsidiaries, will own approximately 19% of the outstanding shares of New Sirius Common Stock, with the former holders of Liberty SiriusXM Common Stock (in the aggregate) owning the remaining shares of New Sirius Common Stock, in each case, immediately following the completion of the Merger.

The New Sirius Common Stock is expected to be listed on the Nasdaq Global Select Market under Sirius XM Holdings’ current symbol, “SIRI”. If the Transactions are completed, each series of Liberty SiriusXM Common Stock will be delisted from the Nasdaq Global Select Market and will be deregistered under the Securities Exchange Act of 1934, as amended.

Liberty Media will hold a special meeting of its LSXMA and LSXMB stockholders at [           ], Mountain time, on [           ], 2024 (the Liberty Special Meeting), at which meeting such stockholders will be asked to consider and vote on a proposal to approve the Redemption (the Split-Off Proposal). The Liberty Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. LSXMA and LSXMB stockholders may attend the Liberty Special Meeting, access the LSXMA and LSXMB stockholders list, submit questions and vote their shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/[           ]. To enter the Liberty Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Liberty Media recommends logging in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on [           ], 2024.

Concurrently with the execution of the Merger Agreement and as a condition of and material inducement to Sirius XM Holdings entering into the Merger Agreement, certain entities affiliated with John C. Malone (the Malone Stockholders) entered into a Voting Agreement with Liberty Media, New Sirius and Sirius XM Holdings (the Voting Agreement). The Voting Agreement provides that, among other things, the Malone Stockholders have agreed, subject to the terms of the Voting Agreement, to vote their respective shares of LSXMA and LSXMB, representing approximately 48.2% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate, in favor of the Split-Off Proposal and the transactions contemplated thereby, except that they will be obligated to vote shares representing approximately 33.37% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate in favor thereof in the event that the board of directors of Liberty Media changes its recommendation related to the Split-Off and Sirius XM Holdings elects not to terminate the Merger Agreement.

We expect to complete the Split-Off and the Merger approximately two weeks after the Liberty Special Meeting (and the satisfaction of the other conditions in the Reorganization Agreement and the Merger Agreement) and we will announce the date and time of the Split-Off and the Merger shortly following the Liberty Special Meeting. Given that the completion of the Split-Off is a condition to the completion of the Merger, if the Split-Off Proposal is not approved, neither the Split-Off nor the Merger will be completed.

The Liberty Media board of directors has unanimously (a) approved and declared advisable and in the best interests of Liberty Media and its stockholders (including the holders of Liberty SiriusXM Common Stock) (i) the Split-Off and the transactions contemplated thereby (including the transactions contemplated by the Reorganization Agreement) and (ii) the Merger Agreement, each of the other transaction agreements to which Liberty Media is a party, and the transactions contemplated thereby, including the Merger, and (b) recommended that holders of LSXMA and LSXMB, voting together as a separate class, vote “FOR” the Split-Off Proposal.

A special committee comprised solely of independent directors of Sirius XM Holdings who are also independent of Liberty Media (the Special Committee) has unanimously approved, and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries), and has recommended that the board of directors of Sirius XM Holdings approve, the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder.

The board of directors of Sirius XM Holdings (following receipt of the recommendation of the Special Committee) has unanimously approved and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than

Liberty Media and its subsidiaries), the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder and has recommended that the stockholders of Sirius XM Holdings (other than Liberty Media and its subsidiaries) adopt the Merger Agreement.

The adoption of the Merger Agreement and, therefore, the approval of the Merger, required the affirmative vote of holders of a majority of the voting power of the outstanding shares of Sirius XM Common Stock entitled to vote on such matters. On December 11, 2023, Liberty Radio, LLC, a Delaware limited liability company and wholly owned subsidiary of Liberty Media, which on such date owned of record a majority of the issued and outstanding shares of Sirius XM Common Stock and held a majority of the voting power of capital stock of Sirius XM Holdings, delivered an action by written consent (the Sirius XM Stockholder Written Consent) authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger, which consent became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto. Accordingly, the delivery of the Sirius XM Stockholder Written Consent was sufficient to adopt the Merger Agreement and, therefore, approve the Merger, on behalf of Sirius XM Holdings’ stockholders. Sirius XM Holdings has not solicited and is not soliciting its stockholders’ adoption of the Merger Agreement or approval of the Merger.

No further action by any stockholder of Sirius XM Holdings is required under applicable law with respect to the adoption of the Merger Agreement or the approval of the Merger. In addition, while holders of LSXMA and LSXMB are being asked to vote on and approve the Split-Off Proposal in accordance with Liberty Media’s restated certificate of incorporation, no adoption of the Merger Agreement or approval of the Merger is required under applicable law by the holders of LSXMA or LSXMB to complete the Transactions.

The enclosed materials are being provided to the stockholders of Sirius XM Holdings for informational purposes only and shall constitute the notice required under Section 228(e) of the General Corporation Law of the State of Delaware in connection with the Sirius XM Stockholder Written Consent. The stockholders of Sirius XM Holdings are not being asked for a proxy, and are requested not to send a proxy.

LSXMA and LSXMB stockholders are encouraged by the Liberty Media board of directors to vote “FOR” both of the proposals presented and further described in the accompanying materials.

Liberty Media is seeking approval from holders of LSXMA and LSXMB of the Split-Off Proposal (together with the Adjournment Proposal (as defined below)). The vote of LSXMA and LSXMB stockholders is important, regardless of the number of shares owned. Whether or not you plan to attend the Liberty Special Meeting, please vote as soon as possible to make sure that your shares are represented.

We look forward to the successful combination of the Liberty SiriusXM Group and Sirius XM Holdings.

Very truly yours,

   

Gregory B. Maffei
President and Chief Executive Officer
Liberty Media

   

Jennifer C. Witz
Chief Executive Officer
Sirius XM Holdings

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the Split-Off or the Merger or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

Investing in the securities of New Sirius, Sirius XM Holdings or Liberty Media involves risks. See “Risk Factors” beginning on page 40 of the materials.

The accompanying materials are dated [           ], 2024 and are first being mailed on or about [           ], 2024 to the stockholders of record as of 5:00 p.m., New York City time, on [           ], 2024.

 

LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on [           ], 2024

NOTICE IS HEREBY GIVEN of the special meeting of LSXMA and LSXMB stockholders of Liberty Media Corporation (Liberty Media) to be held at [                 ], Mountain time, on [           ], 2024 (the Liberty Special Meeting). The Liberty Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders to consider and vote on the following proposals:

1.

A proposal (the Split-Off Proposal) to approve the redemption by Liberty Media of each outstanding share of Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB) and Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK and, together with LSXMA and LSXMB, collectively, Liberty SiriusXM Common Stock) for such number of shares of common stock, par value $0.001 per share (New Sirius Common Stock), of a wholly owned subsidiary of Liberty Media, Liberty Sirius XM Holdings Inc., a Delaware corporation (New Sirius), equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023 (the Reorganization Agreement), by and among Liberty Media, New Sirius and Sirius XM Holdings Inc., a Delaware corporation (Sirius XM Holdings), and as further described below) (such redemption and exchange, the Redemption), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. Prior to the Redemption, all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group will be contributed to and assumed by New Sirius (the Contribution). We refer to the Contribution, the Redemption and the resulting separation of New Sirius from Liberty Media pursuant to the Contribution and Redemption as the Split-Off. After the Split-Off, New Sirius will hold all of the businesses, assets and liabilities attributed to Liberty Media’s Liberty SiriusXM Group, including, among others, Liberty Media’s approximately 83% interest in Sirius XM Holdings, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of the common stock, par value $0.001 per share, of Sirius XM Holdings (Sirius XM Common Stock), and corporate cash. Prior to the closing of the Split-Off and pursuant to the Reorganization Agreement, the Exchange Ratio (rounded to the nearest ten-thousandth) will be calculated based on (a) the number of shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries (including New Sirius and its subsidiaries) immediately prior to the Split-Off reduced by a net liabilities share adjustment, divided by (b) the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock after the close of the market on the date that is seven business days prior to the date of closing of the Redemption as further described in the accompanying proxy statement/notice/prospectus/information statement (the materials).

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2.

A proposal (the Adjournment Proposal) to approve the adjournment of the Liberty Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

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If the Split-Off Proposal is approved, then, subject to certain other conditions, substantially concurrently with, but following, the completion of the Split-Off, a wholly owned subsidiary of New Sirius will merge with and into Sirius XM Holdings (the Merger and together with the Split-Off, the Transactions), Sirius XM Holdings will become a wholly owned subsidiary of New Sirius, and, in connection with the completion of the Transactions, New Sirius will be renamed “Sirius XM Holdings Inc.” At the effective time of the Merger,

 

 

Sirius XM Holdings will be renamed Sirius XM Inc. The Merger will not be completed if the Split-Off Proposal is not approved or if the Split-Off is otherwise not consummated.

Liberty Media will transact no other business at the Liberty Special Meeting, except such business as may properly be brought before the Liberty Special Meeting or any adjournments or postponements thereof by or at the direction of the Liberty Media board of directors in accordance with Liberty Media’s amended and restated bylaws. The accompanying materials describe the proposals listed above in more detail. Please refer to the materials, including the form of the proposed amended and restated New Sirius certificate of incorporation and bylaws and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Liberty Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see “Risk Factors” beginning on page 40 of the materials for an explanation of the risks associated with the Transactions.

Holders of record of LSXMA and LSXMB, in each case, outstanding as of 5:00 p.m., New York City time, on [           ], 2024, the record date for the Liberty Special Meeting, will be entitled to notice of the Liberty Special Meeting and to vote on the proposals, as applicable, at the Liberty Special Meeting or any adjournment or postponement thereof. None of Liberty Media’s certificate of incorporation, Liberty Media’s bylaws nor the laws of the State of Delaware require the approval of the holders of shares of LSXMK, or the holders of shares of Liberty Media’s Series A Liberty Formula One common stock, par value $0.01 per share, Series B Liberty Formula One common stock, par value $0.01 per share, Series C Liberty Formula One common stock, par value $0.01 per share, Series A Liberty Live common stock, par value $0.01 per share, Series B Liberty Live common stock, par value $0.01 per share, or Series C Liberty Live common stock, par value $0.01 per share, to consummate the Redemption.

The proposals described above require the following stockholder approvals:

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The Split-Off Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class. Pursuant to Liberty Media’s restated certificate of incorporation, with respect to the Split-Off Proposal, each holder of record of LSXMA is entitled to one vote per share and each holder of record of LSXMB is entitled to ten votes per share.

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•

The Adjournment Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class. Pursuant to Liberty Media’s restated certificate of incorporation, with respect to the Adjournment Proposal, each holder of record of LSXMA is entitled to one vote per share and each holder of record of LSXMB is entitled to ten votes per share.

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The Liberty Media board of directors has approved each proposal, and recommends that the holders of LSXMA and LSXMB vote “FOR” each proposal.

Liberty Media is seeking approval from holders of LSXMA and LSXMB of each of the Split-Off Proposal and the Adjournment Proposal. You are encouraged to vote “FOR” both of the proposals presented and further described in the accompanying proxy statement/notice/prospectus/information statement. While holders of LSXMA and LSXMB are being asked to vote on and approve the Split-Off Proposal in accordance with Liberty Media’s restated certificate of incorporation, no adoption of the Merger Agreement or approval of the Merger is required under applicable law by the holders of LSXMA or LSXMB.

A list of stockholders entitled to vote at the Liberty Special Meeting will be available at Liberty Media’s offices in Englewood, Colorado for review by such stockholders for any purpose germane to the Liberty Special Meeting for at least ten days prior to the Liberty Special Meeting.

You may cast your vote electronically during the Liberty Special Meeting via the Internet or by proxy prior to the meeting via the Internet, by telephone, or by mail. You may attend the Liberty Special Meeting, access the stockholders list, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/[           ]. To enter the Liberty Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your

 

 

proxy card. We recommend logging in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on [                 ], 2024.

YOUR VOTE IS IMPORTANT.   Liberty Media urges you to vote as soon as possible via the Internet, by telephone, or by mail.

By order of the board of directors,

   

Michael Hurelbrink
Assistant Vice President and Secretary

Englewood, Colorado
[           ], 2024

WHETHER OR NOT YOU PLAN TO ATTEND THE LIBERTY SPECIAL MEETING, PLEASE VOTE PROMPTLY ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PROXY CARD.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the Split-Off or the Merger or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

 

 

SIRIUS XM HOLDINGS INC.
1221 Avenue of the Americas, 35th Floor
New York, New York 10020

NOTICE OF ACTION BY WRITTEN CONSENT
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To Sirius XM Holdings Stockholders:

This notice of written consent and information statement is being furnished to the holders of common stock, par value $0.001 per share (Sirius XM Common Stock), of Sirius XM Holdings Inc., a Delaware corporation (Sirius XM Holdings), in connection with the proposed transaction between Liberty Media Corporation, a Delaware corporation (Liberty Media), and Sirius XM Holdings, pursuant to which Liberty Media will separate the Liberty SiriusXM Group from Liberty Media by means of a redemptive split-off (the Split-Off) of Liberty Sirius XM Holdings Inc., a Delaware corporation and wholly owned subsidiary of Liberty Media (New Sirius). A wholly owned subsidiary of New Sirius will then merge with and into Sirius XM Holdings (the Merger and, collectively with the Split-Off, the Transactions), Sirius XM Holdings will become a wholly owned subsidiary of New Sirius, and, in connection with the completion of the Transactions, New Sirius will be renamed “Sirius XM Holdings Inc.” At the effective time of the Merger, Sirius XM Holdings will be renamed Sirius XM Inc.

In connection with the Transactions, Liberty Media, Sirius XM Holdings, New Sirius and Radio Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of New Sirius (Merger Sub), have entered into an Agreement and Plan of Merger, dated as of December 11, 2023 (the Merger Agreement), pursuant to which, substantially concurrently with, but following, the completion of the Split-Off, the Merger will be effected, with Sirius XM Holdings surviving the Merger as a wholly owned subsidiary of New Sirius.

Upon completion of the Merger, each share of Sirius XM Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares beneficially owned by Sirius XM Holdings or New Sirius or any of its subsidiaries) will be converted into the right to receive one share of common stock of New Sirius, par value $0.001 per share (New Sirius Common Stock).

Liberty Media, New Sirius and Sirius XM Holdings have also entered into a Reorganization Agreement, dated as of December 11, 2023 (the Reorganization Agreement). The Reorganization Agreement governs, among other things, the terms and conditions of the Split-Off, pursuant to which all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group, including, among others, Liberty Media’s approximately 83% interest in Sirius XM Holdings, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of Sirius XM Common Stock, and corporate cash, will be contributed to New Sirius (the Contribution) and each outstanding share of Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB) and Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK and, together with LSXMA and LSXMB, collectively, Liberty SiriusXM Common Stock) will be redeemed for such number of shares of New Sirius Common Stock equal to the Exchange Ratio (as defined in the Reorganization Agreement and further described below), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

The Split-Off is subject to the approval of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at a special meeting of Liberty Media’s LSXMA and LSXMB stockholders, voting together as a separate class. The Merger will not be completed if the Split-Off Proposal is not approved or the Split-Off is otherwise not consummated.

 

 

A special committee comprised solely of independent directors of Sirius XM Holdings who are also independent of Liberty Media (the Special Committee) has unanimously approved, and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries) and has recommended that the board of directors of Sirius XM Holdings approve, the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder.

The board of directors of Sirius XM Holdings (following receipt of the recommendation of the Special Committee) has unanimously approved and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries), the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder and has recommended that the stockholders of Sirius XM Holdings (other than Liberty Media and its subsidiaries) adopt the Merger Agreement.

The adoption of the Merger Agreement and, therefore, the approval of the Merger required the affirmative vote of holders of a majority of the voting power of the outstanding shares of Sirius XM Common Stock entitled to vote on such matters. On December 11, 2023, Liberty Radio, LLC, a Delaware limited liability company and wholly owned subsidiary of Liberty Media, which on such date owned of record a majority of the issued and outstanding shares of Sirius XM Common Stock and held a majority of the voting power of capital stock of Sirius XM Holdings, delivered an action by written consent (the Sirius XM Stockholder Written Consent) authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger, which consent became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto. As a result, no further action by any stockholder of Sirius XM Holdings is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the transactions contemplated thereby, including the Merger, and Sirius XM Holdings will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.

Additionally, at the recommendation of the board of directors of Sirius XM Radio Inc., a Delaware corporation and wholly owned subsidiary of Sirius XM Holdings (Sirius XM Radio), pursuant to the Sirius XM Stockholder Written Consent, Liberty Radio, LLC approved the amendment and restatement of the certificate of incorporation of Sirius XM Radio to (a) reduce its number of authorized shares of common stock, par value $0.001, from 9,000,000,000 to 1,000 and remove the 50,000,000 authorized shares of preferred stock, par value $0.001 (and related references to preferred stock), and (b) remove the provision that provides that any act or transaction by Sirius XM Radio that requires for its adoption the approval of the stockholders of Sirius XM Radio shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of Sirius XM Holdings by removing the twelfth article of the existing amended and restated certificate of incorporation of Sirius XM Radio (collectively, the Radio Charter Amendment). The adoption of the Radio Charter Amendment required the affirmative vote of holders of a majority of the voting power of the outstanding shares of Sirius XM Common Stock entitled to vote on such matters.

This notice and the accompanying information statement shall constitute notice to you from Sirius XM Holdings of the Sirius XM Stockholder Written Consent contemplated by Section 228(e) of the General Corporation Law of the State of Delaware.

By order of the board of directors,

   

Patrick L. Donnelly
Executive Vice President, General Counsel and Secretary

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the Merger or has passed upon the adequacy or accuracy of the accompanying prospectus/notice/information statement. Any representation to the contrary is a criminal offense.

 

 

ABOUT THIS PROXY STATEMENT/NOTICE/PROSPECTUS/INFORMATION STATEMENT

This proxy statement/notice/prospectus/information statement, which forms part of a registration statement on Form S-4 (File No. 333-276758) filed with the Securities and Exchange Commission (the SEC) by Liberty Sirius XM Holdings Inc., a Delaware corporation and wholly owned subsidiary of Liberty Media and which is referred to as New Sirius, constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and a notice of meeting and action to be taken with respect to the Liberty Special Meeting of stockholders at which certain Liberty Media stockholders will consider and vote on the Split-Off Proposal and the other proposal described in this proxy statement/notice/prospectus/information statement. It also constitutes a prospectus of New Sirius under Section 5 of the Securities Act of 1933, as amended (the Securities Act), with respect to the shares of New Sirius Common Stock to be issued to certain stockholders of Liberty Media and Sirius XM Holdings, respectively, pursuant to the Reorganization Agreement and the Merger Agreement. In addition, it constitutes an information statement under Section 14(c) of the Exchange Act to provide Sirius XM Holdings stockholders with notice of the Sirius XM Stockholder Written Consent and material information concerning the actions taken in connection with the Sirius XM Stockholder Written Consent as contemplated by Section 228(e) of the General Corporation Law of the State of Delaware.

This proxy statement/notice/prospectus/information statement describes the businesses and assets of New Sirius as though they were its businesses, assets and liabilities for all historical periods described. However, New Sirius is a newly formed entity that will not have conducted any operations prior to the Split-Off and instead will have the businesses, assets and liabilities of the Liberty SiriusXM Group contributed to it prior to the Split-Off and will become the sole owner (directly or indirectly) of the equity interests in Sirius XM Holdings (as the surviving corporation) following the Merger. Unless otherwise specified herein, references in this proxy statement/notice/prospectus/information statement to the historical assets, liabilities, businesses or activities of New Sirius’ businesses or the businesses in which it has interests are intended to refer to the historical assets, liabilities, businesses or activities as they were conducted or held by the Liberty SiriusXM Group prior to the Split-Off. Upon completion of the Split-Off, New Sirius will be an independent company and Liberty Media will have no continuing stock ownership in New Sirius and upon completion of the Merger, Sirius XM Holdings will be a wholly owned subsidiary of New Sirius. This proxy statement/notice/prospectus/information statement contains, incorporates by reference or includes as an annex certain historical financial information of Liberty Media and Sirius XM Holdings as well as certain historical financial information relating to the business, assets and liabilities of New Sirius upon the completion of the Transactions. This historical financial information is not necessarily indicative of Liberty Media’s or New Sirius’ future financial position, future results of operations or future cash flows, nor does it reflect what the financial position, results of operations or cash flows of New Sirius would have been had it been operated as a stand-alone company with Sirius XM Holdings as a wholly owned subsidiary during the periods presented.

Information contained in, incorporated by reference in or included as an Annex to this proxy statement/​notice/prospectus/information statement relating to Liberty Media and New Sirius has been supplied by Liberty Media. Information contained in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement relating to Sirius XM Holdings has been supplied by Sirius XM Holdings. Liberty Media and Sirius XM Holdings have both contributed information relating to the Split-Off and the Merger. You should rely only on the information contained in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement. No person has been authorized to provide you with information that is different from what is contained in, incorporated by reference in or included as an Annex to, this proxy statement/notice/prospectus/​information statement, and, if given or made by any person, such information must not be relied upon as having been authorized. You should not assume that the information contained in this proxy statement/notice/​prospectus/information statement is accurate as of any date other than the date set forth on the cover page of this proxy statement/notice/prospectus/information statement or as otherwise specifically set forth herein. Changes to the information contained herein may occur after that date and none of New Sirius, Liberty Media or Sirius XM Holdings undertake any obligation to update the information unless required to do so by law. Further, you should not assume that the information incorporated by reference into this proxy statement/notice/prospectus/information statement is accurate as of any date other than the date of the incorporated document. Any statement contained in a document incorporated or deemed to be incorporated

 

 

by reference into this document will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this document modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this document. Neither the mailing of this document to the holders of shares of LSXMA and LSXMB or the stockholders of Sirius XM Holdings, nor the issuance of New Sirius Common Stock pursuant to the Reorganization Agreement and/or Merger Agreement, will create any implication to the contrary.

ADDITIONAL INFORMATION

This proxy statement/notice/prospectus/information statement incorporates important business and financial information from other documents that are not included in or delivered with this proxy statement/​notice/prospectus/information statement. For a listing of the documents incorporated by reference into this proxy statement/notice/prospectus/information statement, see “Additional Information — Where You Can Find More Information.” This information is available to you without charge upon your written or oral request. You can obtain copies of documents filed with the SEC, including the documents incorporated by reference in this proxy statement/notice/prospectus/information statement, through the SEC website at www.sec.gov or by writing or telephoning the office of Investor Relations of the appropriate company at the following addresses and telephone numbers:

If you would like to request any documents, please do so at least five business days before the date of the Liberty Special Meeting (i.e., by [           ], 2024), in order to receive them before the Liberty Special Meeting.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

1

 

​

2

 

3

 

​

4

 

5

 

6

 

​

7

 

8

 

​

9

 

​

10

 

​

11

 

​

12

 

13

 

​

14

 

​

15

 

16

 

17

 

​

18

 

​

19

 

20

 

​

21

 

22

 

​

23

 

​

24

 

25

 

​

26

 

27

 

28

 

29

 

​

30

 

31

 

32

 

​

33

 

​

​

​

Liberty SiriusXM common stock Series B (LSXMB)

​

​

​

​

High

​

​

Low

​

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

53.04

​

​

​

​

​

44.92

​

​

Second Quarter

​

​

​

$

47.14

​

​

​

​

​

40.00

​

​

Third Quarter

​

​

​

$

46.75

​

​

​

​

​

36.50

​

​

Fourth Quarter

​

​

​

$

47.43

​

​

​

​

​

39.03

​

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

42.00

​

​

​

​

​

25.35

​

​

Second Quarter

​

​

​

$

31.51

​

​

​

​

​

26.18

​

​

Third Quarter(1)

​

​

​

$

34.80

​

​

​

​

​

22.19

​

​

Fourth Quarter

​

​

​

$

28.90

​

​

​

​

​

24.08

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter (through March 18, 2024)

​

​

​

$

31.53

​

​

​

​

​

28.90

​

​

​

​

​

Liberty Formula One common stock Series B (FWONB)

​

​

​

​

High

​

​

Low

​

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

54.75

​

​

​

​

​

54.75

​

​

Second Quarter

​

​

​

$

70.26

​

​

​

​

​

56.65

​

​

Third Quarter

​

​

​

$

63.00

​

​

​

​

​

53.59

​

​

Fourth Quarter

​

​

​

$

48.75

​

​

​

​

​

47.78

​

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

68.02

​

​

​

​

​

54.31

​

​

Second Quarter

​

​

​

$

68.00

​

​

​

​

​

63.00

​

​

Third Quarter(1)

​

​

​

$

66.00

​

​

​

​

​

55.00

​

​

Fourth Quarter

​

​

​

$

56.02

​

​

​

​

​

56.02

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter (through March 18, 2024)

​

​

​

$

65.00

​

​

​

​

​

60.25

​

​

34

 

​

​

​

Liberty Live common stock Series B (LLYVB)

​

​

​

​

High

​

​

Low

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

Third Quarter (from the initial quoting of LLYVB on August 4, 2023 through September 29, 2023)(1)

​

​

​

$

34.35

​

​

​

​

​

28.38

​

​

Fourth Quarter

​

​

​

$

33.50

​

​

​

​

​

31.18

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter (through March 18, 2024)

​

​

​

$

39.00

​

​

​

​

​

36.00

​

​

​

​

​

December 31,

​

​

​

​

2023

​

​

2022

​

​

​

​

amounts in millions

​

Summary Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

2,019

​

​

​

​

​

2,246

​

​

Investments in affiliates, accounted for using the equity method

​

​

​

$

1,089

​

​

​

​

​

952

​

​

Property and equipment, net

​

​

​

$

2,083

​

​

​

​

​

2,255

​

​

Goodwill

​

​

​

$

19,165

​

​

​

​

​

19,341

​

​

FCC Licenses

​

​

​

$

8,600

​

​

​

​

​

8,600

​

​

Intangible assets subject to amortization, net

​

​

​

$

3,872

​

​

​

​

​

4,288

​

​

Total assets

​

​

​

$

41,168

​

​

​

​

​

42,464

​

​

Total current liabilities

​

​

​

$

4,743

​

​

​

​

​

5,410

​

​

35

 

​

​

​

December 31,

​

​

​

​

2023

​

​

2022

​

​

​

​

amounts in millions

​

Long-term debt

​

​

​

$

14,180

​

​

​

​

​

14,953

​

​

Deferred income tax liabilities

​

​

​

$

2,086

​

​

​

​

​

2,101

​

​

Total equity

​

​

​

$

19,445

​

​

​

​

​

19,126

​

​

​

​

​

Year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2021

​

​

​

​

amounts in millions except per share amounts

​

Summary Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total revenue

​

​

​

$

12,525

​

​

​

​

​

12,164

​

​

​

​

​

11,400

​

​

Cost of Sirius XM Holdings Revenue

​

​

​

$

4,209

​

​

​

​

​

4,130

​

​

​

​

​

3,968

​

​

Cost of Formula 1 Revenue

​

​

​

$

2,240

​

​

​

​

​

1,750

​

​

​

​

​

1,489

​

​

Selling, general and administrative

​

​

​

$

1,930

​

​

​

​

​

2,031

​

​

​

​

​

1,907

​

​

Operating income (loss)

​

​

​

$

2,063

​

​

​

​

​

2,064

​

​

​

​

​

1,977

​

​

Interest expense

​

​

​

$

(782)

​

​

​

​

​

(689)

​

​

​

​

​

(642)

​

​

Share of earnings (losses) of affiliates, net

​

​

​

$

138

​

​

​

​

​

99

​

​

​

​

​

(200)

​

​

Realized and unrealized gains (losses) on financial instruments, net

​

​

​

$

(323)

​

​

​

​

​

599

​

​

​

​

​

(451)

​

​

Net earnings (loss) attributable to Liberty Media stockholders

​

​

​

$

761

​

​

​

​

​

1,815

​

​

​

​

​

398

​

​

Basic net earnings (loss) attributable to Series A, B and C Liberty SiriusXM common stock

​

​

​

$

2.54

​

​

​

​

​

3.94

​

​

​

​

​

1.79

​

​

Basic net earnings (loss) attributable to Series A, B and C Liberty Formula One common stock

​

​

​

$

0.79

​

​

​

​

​

2.39

​

​

​

​

​

(0.82)

​

​

Basic net earnings (loss) attributable to Series A, B and C Liberty Live common stock

​

​

​

$

(1.54)

​

​

​

​

​

NA

​

​

​

​

​

NA

​

​

Basic net earnings (loss) attributable to Series A, B and C Liberty Braves common stock

​

​

​

$

(2.09)

​

​

​

​

​

(0.66)

​

​

​

​

​

(0.21)

​

​

36

 

​

​

​

December 31,

​

​

​

​

2023

​

​

2022

​

​

​

​

amounts in millions

​

Summary Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

306

​

​

​

​

​

362

​

​

Property and equipment, net

​

​

​

$

1,791

​

​

​

​

​

1,551

​

​

FCC Licenses

​

​

​

$

8,600

​

​

​

​

​

8,600

​

​

Goodwill

​

​

​

$

15,209

​

​

​

​

​

15,209

​

​

Total assets

​

​

​

$

30,056

​

​

​

​

​

30,454

​

​

Total current liabilities

​

​

​

$

3,951

​

​

​

​

​

4,358

​

​

Long-term debt

​

​

​

$

10,073

​

​

​

​

​

10,689

​

​

Deferred tax liabilities

​

​

​

$

2,414

​

​

​

​

​

2,461

​

​

Total equity

​

​

​

$

13,102

​

​

​

​

​

12,371

​

​

​

​

​

Year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2021

​

​

​

​

amounts in millions except per share amounts

​

Summary Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total revenue

​

​

​

$

8,953

​

​

​

​

​

9,003

​

​

​

​

​

8,696

​

​

Income from operations

​

​

​

$

1,808

​

​

​

​

​

1,919

​

​

​

​

​

1,917

​

​

Interest expense

​

​

​

$

(534)

​

​

​

​

​

(503)

​

​

​

​

​

(481)

​

​

Net income (loss) attributable to Liberty Sirius XM Holdings Inc.

​

​

​

$

786

​

​

​

​

​

908

​

​

​

​

​

1,062

​

​

Unaudited pro forma net income attributable to Liberty Sirius XM Holdings Inc. per share – basic

​

​

​

$

0.23

​

​

​

​

​

​

​

​

​

​

​

​

​

​

37

 

​

​

​

December 31,

​

​

​

​

2023

​

​

2022

​

​

​

​

amounts in millions

​

Summary Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

216

​

​

​

​

​

57

​

​

Property and equipment, net

​

​

​

$

1,754

​

​

​

​

​

1,499

​

​

Goodwill

​

​

​

$

3,249

​

​

​

​

​

3,249

​

​

Total assets

​

​

​

$

10,374

​

​

​

​

​

10,022

​

​

Total current liabilities

​

​

​

$

3,226

​

​

​

​

​

2,981

​

​

Long-term debt

​

​

​

$

8,690

​

​

​

​

​

9,256

​

​

Deferred tax liabilities

​

​

​

$

509

​

​

​

​

​

565

​

​

Total equity

​

​

​

$

(2,565)

​

​

​

​

​

(3,351)

​

​

​

​

​

Year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2021

​

​

​

​

amounts in millions except per share amounts

​

Summary Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total revenue

​

​

​

$

8,953

​

​

​

​

​

9,003

​

​

​

​

​

8,696

​

​

Income from operations

​

​

​

$

1,946

​

​

​

​

​

2,036

​

​

​

​

​

2,015

​

​

Interest expense

​

​

​

$

(423)

​

​

​

​

​

(422)

​

​

​

​

​

(415)

​

​

Net income

​

​

​

$

1,258

​

​

​

​

​

1,213

​

​

​

​

​

1,314

​

​

Basic net income per common share

​

​

​

$

0.33

​

​

​

​

​

0.31

​

​

​

​

​

0.32

​

​

​	​	​	December 31, 2023				​
​	​	​	Pro Forma				​
​	​	​	amounts in millions				​
Summary Balance Sheet Data:	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	​	$	1,713	​	​
Goodwill	​	​	​	$	3,956	​	​
Intangible assets subject to amortization, net	​	​	​	$	2,858	​	​
Total assets	​	​	​	$	11,534	​	​
Total current liabilities	​	​	​	$	886	​	​
Long-term debt	​	​	​	$	4,117	​	​
Total equity	​	​	​	$	6,343	​	​

38

 

​	​	​	Year ended December 31, 2023				​
​	​	​	Pro Forma				​
​	​	​	amounts in millions except per share amounts				​
Summary Statement of Operations Data:	​	​	​	​	​	​	​
Total revenue	​	​	​	$	3,572	​	​
Cost of Formula 1 Revenue	​	​	​	$	2,240	​	​
Operating income (loss)	​	​	​	$	255	​	​
Interest expense	​	​	​	$	(248)	​	​
Share of earnings (losses) of affiliates, net	​	​	​	$	157	​	​
Realized and unrealized gains (losses) on financial instruments, net	​	​	​	$	(235)	​	​
Net earnings (loss) attributable to Liberty Media stockholders	​	​	​	$	(25)	​	​
Basic net earnings (loss) attributable to Series A, B and C Liberty SiriusXM common stock	​	​	​	​	NA	​	​
Basic net earnings (loss) attributable to Series A, B and C Liberty Formula One common stock	​	​	​	$	0.79	​	​
Basic net earnings (loss) attributable to Series A, B and C Liberty Live common stock	​	​	​	$	(1.54)	​	​
Basic net earnings (loss) attributable to Series A, B and C Liberty Braves common stock	​	​	​	$	(2.09)	​	​

39

 

RISK FACTORS

In addition to the other information contained in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement, including the matters addressed in “Cautionary Statements Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding whether to vote to approve the Split-Off Proposal.

The risk factors described in this section have been separated into two groups:

•

risks that relate to the Transactions, which include risks relating to the Split-Off, the Merger and New Sirius’ corporate history; and

​

•

risks relating to an investment in New Sirius and risks relating to New Sirius’ ownership of Sirius XM Holdings following the Split-Off.

​

The risks described below and elsewhere in this proxy statement/notice/prospectus/information statement are considered to be the most material but are not the only ones that relate to the Split-Off, the Merger, an investment in New Sirius or Sirius XM Holdings becoming a wholly owned subsidiary of New Sirius. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on New Sirius or Sirius XM Holdings. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods especially given the current economic environment. Additionally, Liberty Media’s annual report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference into this proxy statement/notice/prospectus/information statement, describes the most material risks that relate to the Liberty SiriusXM Group tracking stock structure and an investment in Liberty Media.

If any of the events described below or incorporated by reference were to occur, the businesses, prospects, financial condition, results of operations and/or cash flows of New Sirius could be materially adversely affected. In any such case, the price of the New Sirius Common Stock could decline, perhaps significantly.

For the purposes of the risk factors relating to the Split-Off enumerated below, unless the context otherwise indicates, it is assumed that the Split-Off Proposal is approved and that the Split-Off has been completed (without regard to whether the Merger occurs). For the purposes of the risk factors relating to the Merger enumerated below, unless the context otherwise indicates, it is assumed that the Split-Off Proposal is approved and that the Merger has been completed.

Factors Relating to the Transactions

The Exchange Ratio is a calculation that is subject to a number of factors that will not be known until just before the closing.

The number of shares of New Sirius Common Stock into which shares of Liberty SiriusXM Common Stock will be exchanged will be determined by the Exchange Ratio. The Exchange Ratio is a calculation that will not be known until closer to the date of closing of the Redemption and is based on a variety of factors that will not be known until then, including, among other things, the net financial liabilities of the Liberty SiriusXM Group (excluding Liberty Media’s 3.75% Convertible Senior Notes due 2028, but including Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and the Margin Loan), including its interest expense, and other liabilities for transaction fees and expenses, financing fees and litigation-related liabilities, the average of the daily VWAP of shares of both LSXMA and LSXMK for the ten consecutive trading days ending on the Measurement Date and other corporate adjustments. Because the Exchange Ratio is not fixed and will vary, the number of shares of New Sirius Common Stock to be received by holders of Liberty SiriusXM Common Stock in the Redemption may change from the estimated Exchange Ratio. Changes in the Exchange Ratio will impact the proportion of issued and outstanding New Sirius Common Stock following the completion of the Transactions represented by the shares of New Sirius Common Stock issued to former holders of Liberty SiriusXM Common Stock relative to former holders of Sirius XM Common Stock in the Transactions. Although the Exchange Ratio will likely not meaningfully change as a result of changes in the market value of the shares of Liberty SiriusXM Common Stock, it is subject to final

 

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adjustments and will not be calculated prior to voting on the Split-Off Proposal at the Liberty Special Meeting. Changes to the Exchange Ratio will impact the value of Liberty SiriusXM Common Stock relative to Sirius XM Common Stock in the Merger and, as a result, will impact the value of shares of Liberty SiriusXM Common Stock.

The market value of the shares of New Sirius Common Stock at the time they are initially issued to holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock may vary significantly from (i) the market value of shares of Sirius XM Common Stock on the date of the Reorganization Agreement and the Merger Agreement or (ii) the value of Liberty SiriusXM Common Stock implied by the Exchange Ratio.

The number of shares received by holders of Liberty SiriusXM Common Stock in the Split-Off is based on an Exchange Ratio that does not take into account fluctuations in the share prices of Sirius XM Common Stock between the date of the Reorganization Agreement and the Merger Agreement and the completion of the Transactions. In addition, changes in the share price of Liberty SiriusXM Common Stock will not meaningfully impact the Exchange Ratio. For more information, see “Questions and Answers — What factors could impact the calculation of the Exchange Ratio?” and “Questions and Answers — What will happen to the Exchange Ratio if the trading prices of shares Liberty SiriusXM Common Stock or Sirius XM Common Stock change between now and the measurement date of the Exchange Ratio?” As a result, stock price changes may impact the value of the consideration expected to be received in the Transactions, and no assurance can be given as to the market value of New Sirius Common Stock. Such stock price changes may result from a variety of factors (many of which are beyond the control of Sirius XM Holdings or Liberty Media), including:

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changes in, or changes in market expectations of, the companies’ respective businesses, operations, assets, liabilities and prospects, investor behavior and strategies, including market assessments of the likelihood that the transactions will be completed;

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interest rates, general market and economic conditions and other factors generally affecting the market price of the companies’ common stock;

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federal, state and local legislation, governmental regulation and legal developments in the businesses in which the companies operate; and

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other factors beyond the control of either Sirius XM Holdings or Liberty Media, including those described under this heading “Risk Factors.”

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It is expected that the Split-Off and Merger will cause a reduction in the voting power held by certain holders of Liberty SiriusXM Common Stock with respect to the business, assets and liabilities of Sirius XM Holdings.

It is expected that the Split-Off and Merger will cause a reduction in the voting power held by certain holders of Liberty SiriusXM Common Stock with respect to the business, assets and liabilities of Sirius XM Holdings. Pursuant to Liberty Media’s certificate of incorporation, holders of LSXMA are currently entitled to one vote for each share of such stock held on all matters submitted to a vote of stockholders, holders of LSXMB are currently entitled to ten votes for each share of such stock held on all matters submitted to a vote of stockholders, and holders of LSXMK are currently not entitled to any voting powers (including with respect to any class votes taken in accordance with the terms of Liberty Media’s certificate of incorporation), except as otherwise required by Delaware law, in which case each share of LSXMK is entitled to 1/100th of a vote. Following the Split-Off, holders of record of New Sirius Common Stock will be entitled to one vote for each share of such stock held on all matters submitted to a vote of stockholders. Further, as a result of the Transactions, holders of Liberty SiriusXM Common Stock immediately prior to the Split-Off will experience a reduction of their aggregate voting power with respect to the business, assets and liabilities of Sirius XM Holdings. Following the Transactions, based on the estimated Exchange Ratio of 8.4, because New Sirius will have a single class of voting stock, holders of LSXMA, LSXMB and LSXMK immediately prior to the Split-Off are expected to hold approximately 24%, 2% and 54% of the aggregate voting power of New Sirius, respectively (assuming no changes to the number of outstanding shares of LSXMA, LSXMB, LSXMK and Sirius XM Holdings since December 31, 2023). Further, following the Transactions, based on the estimated Exchange Ratio of 8.4, it is expected that such former holders of Liberty SiriusXM Common Stock will own approximately 81% of New Sirius, whereas, approximately 83%

 

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interest in Sirius XM Holdings is currently attributed to the Liberty SiriusXM Group. Following the Split-Off and the Merger, Liberty Media will no longer hold any equity interest in Sirius XM Holdings or New Sirius, there will not be a majority stockholder of New Sirius, and New Sirius will not be deemed a “controlled company” under applicable exchange listing standards.

The shares of New Sirius Common Stock to be received by holders of Liberty SiriusXM Common Stock upon the completion of the Split-Off and the Merger will have different rights from shares of Liberty SiriusXM Common Stock.

Upon the completion of the Split-Off, holders of Liberty SiriusXM Common Stock will no longer be stockholders of Liberty Media. Instead, former holders of Liberty SiriusXM Common Stock will become holders of New Sirius Common Stock and their rights as New Sirius stockholders will be governed by the terms of New Sirius’ amended and restated charter and the amended and restated bylaws of New Sirius (New Sirius’ amended and restated bylaws). The terms of New Sirius’ amended and restated charter and New Sirius’ amended and restated bylaws are in some respects materially different than the terms of Liberty Media’s certificate of incorporation and bylaws, which currently govern the rights of holders of Liberty SiriusXM Common Stock. See the section entitled “Description of New Sirius Capital Stock and Comparison of Stockholder Rights — Comparison of Stockholder Rights” for a discussion of the different rights associated with shares of New Sirius Common Stock and shares of Liberty SiriusXM Common Stock.

The shares of New Sirius Common Stock to be received by Sirius XM Holdings stockholders upon the completion of the Merger will have different rights from shares of Sirius XM Common Stock.

Upon the completion of the Transactions, holders of Sirius XM Common Stock will no longer be stockholders of Sirius XM Holdings. Instead, former holders of Sirius XM Common Stock (other than New Sirius and its subsidiaries) will become holders of New Sirius Common Stock and their rights as New Sirius stockholders will be governed by the terms of New Sirius’ amended and restated charter and amended and restated bylaws. New Sirius’ amended and restated charter and amended and restated bylaws are in some respects materially different than the terms of the amended and restated certificate of incorporation of Sirius XM Holdings (Sirius XM Holdings’ certificate of incorporation) and the amended and restated by-laws of Sirius XM Holdings (Sirius XM Holdings’ bylaws), which currently govern the rights of Sirius XM Holdings stockholders. See the section entitled “Description of New Sirius Capital Stock and Comparison of Stockholder Rights — Comparison of Stockholder Rights” for a discussion of the different rights associated with shares of New Sirius Common Stock and shares of Sirius XM Common Stock.

The Split-Off Transactions could result in significant tax liability.

The Split-Off is conditioned upon the receipt by Liberty Media of the opinion of Skadden Arps, tax counsel to Liberty Media, to the effect that, among other things, the Split-Off Transactions will qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code to Liberty Media and to holders of Liberty SiriusXM Common Stock. The condition to the Split-Off relating to the receipt by Liberty Media of the opinion of Skadden Arps may not be waived.

The opinion of Skadden Arps will be based on the law in effect as of the time of the Split-Off and will rely on certain assumptions, as well as statements, representations, and undertakings made by officers of Liberty Media, New Sirius, Sirius XM Holdings and certain other individuals. If any of those statements, representations, or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, or if the facts upon which the opinion of Skadden Arps is based are materially different from the actual facts that exist at the time of the Split-Off, the conclusions reached in such opinion could be adversely affected. Liberty Media will not obtain a private letter ruling from the IRS regarding the qualification of the Split-Off under Section 355, Section 368(a)(1)(D) and related provisions of the Code. The legal authorities on which the opinion of Skadden Arps will be based are subject to change or differing interpretations at any time, possibly with retroactive effect. Opinions of counsel are not binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the conclusions reached in such opinion or that a court would not sustain such a challenge. If it is subsequently determined that the Split-Off Transactions do not qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, Liberty Media and the holders of Liberty SiriusXM Common Stock who receive New Sirius Common

 

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Stock pursuant to the Split-Off could incur significant tax liabilities. Pursuant to Liberty Media’s management and allocation policies, following the completion of the Split-Off and the Merger, the cash for the payment of any taxes and losses resulting from the Split-Off Transactions, which are not allocated to and paid by New Sirius pursuant to the Tax Sharing Agreement, generally would be drawn from funds attributed to the Liberty Live Group, except that cash for the payment of any taxes and losses (a) resulting primarily from a breach by Liberty Media following the Split-Off Transactions of any contractual covenants made by Liberty Media in connection with the Split-Off Transactions or (b) resulting from Section 355(e) of the Code applying to the Split-Off Transactions as a result of the Split-Off Transactions being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media shall, in each case, be drawn proportionately from funds attributed to the Formula One Group and the Liberty Live Group based upon the relative market capitalizations of Liberty Formula One Common Stock and Liberty Live Common Stock following the Split-Off. For a more complete discussion of the tax opinion and the tax consequences if the Split-Off Transactions do not qualify for the intended U.S. federal income tax treatment, please see “U.S. Federal Income Tax Consequences — Tax Opinions” and “— U.S. Federal Income Tax Treatment of the Split-Off.”

Even if the Split-Off Transactions otherwise qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, the Split-Off would result in a significant U.S. federal income tax liability to Liberty Media (but not to holders of Liberty SiriusXM Common Stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Media or New Sirius (or any successor corporation) (excluding, for this purpose, the acquisition of New Sirius Common Stock by holders of Liberty SiriusXM Common Stock in the Split-Off, but including the acquisition of New Sirius Common Stock by holders of Sirius XM Common Stock in the Merger) as part of a plan or series of related transactions that includes the Split-Off. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinion of Skadden Arps described above, Liberty Media or New Sirius might inadvertently cause or permit a prohibited change in the ownership of Liberty Media or New Sirius to occur. If the Split-Off were determined to be taxable to Liberty Media under Section 355(e) of the Code, Liberty Media would incur significant tax liabilities. For a more complete discussion of the tax consequences if the Split-Off is determined to be taxable to Liberty Media under Section 355(e) of the Code, please see “U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Treatment of the Split-Off.”

New Sirius may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if the Split-Off Transactions are treated as a taxable transaction.

Pursuant to the Tax Sharing Agreement that New Sirius and Liberty Media will enter into in connection with the Split-Off, New Sirius will be required to indemnify Liberty Media, its subsidiaries and certain related persons for taxes and losses (other than any taxes or tax-related losses that result from Section 355(e) of the Code applying to the Split-Off as a result of the Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media) resulting from the failure of the Split-Off Transactions to qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code to the extent that such taxes and losses (a) result primarily from, individually or in the aggregate, the breach of certain covenants made by New Sirius (applicable to actions or failures to act by New Sirius and its subsidiaries following the completion of the Split-Off), (b) result primarily from, individually or in the aggregate, the failure of certain representations made by Sirius XM Holdings in support of the opinion of Skadden Arps regarding the generally tax-free status of the Split-Off Transactions to be true and correct, or (c) result from the application of Section 355(e) of the Code to the Split-Off as a result of the treatment of the Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of New Sirius (or any successor corporation), except, in the case of clauses (a) and (b), if such taxes and losses result from an action required to be taken pursuant to the Transaction Agreements.

New Sirius’ indemnification obligations to Liberty Media, its subsidiaries and certain related persons will not be limited in amount or subject to any cap. If New Sirius is required to indemnify Liberty Media,