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): April 15, 2016

 

 

 

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

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))

 

Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On April 15, 2016, in connection with the Reclassification and Exchange (as defined below), Liberty Media Corporation (the “Company”) entered into a Supplemental Indenture with U.S. Bank National Association, as trustee (the “Supplemental Indenture”), to the Indenture, dated as of October 17, 2013 (the “Indenture”), related to the Company’s 1.375% Cash Convertible Notes due 2023 (the “Notes”).  Under the Indenture, the Notes were convertible into cash based on a number of shares of the Company’s former Series A common stock, par value $0.01 per share (the “Series A common stock”), equal to the “conversion rate” specified in the Indenture.

 

As a result of the Reclassification and Exchange, the Notes will be convertible into cash based on the product of the conversion rate specified in the Indenture and the basket of shares of the Company’s Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock into and for which each outstanding share of Series A common stock was reclassified (the “Securities Basket”).  The Supplemental Indenture amends the conversion, adjustment and other provisions of the Indenture to give effect to the Reclassification and Exchange and provides that the conversion consideration due upon conversion of any Note shall be determined as if references in the Indenture to one share of Series A common stock were instead a reference to the Securities Basket, initially consisting of one share of Series A Liberty SiriusXM common stock, 0.1 of a share of Series A Liberty Braves common stock and 0.25 of a share of Series A Liberty Media common stock.

 

The foregoing summary of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto.

 

Item 3.03   Material Modification of Rights of Security Holders

Item 8.01.  Other Events

 

On April 15, 2016, the Company completed a previously announced transaction whereby each outstanding share of the Company’s existing common stock was reclassified into and exchanged for (the “Reclassification and Exchange”) three new tracking stocks, designated the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock. In order to effect the Reclassification and Exchange, on April 15, 2016, the Company filed an amended and restated certificate of incorporation (the “Restated Charter”) with the Delaware Secretary of State after the market close. In the Reclassification and Exchange, pursuant to the Restated Charter, each issued and outstanding share of the Company’s existing common stock was reclassified by exchanging each such share, upon the cancellation therefor, for (i) one newly issued share of the corresponding series of Liberty SiriusXM common stock, (ii) 0.1 of a newly issued share of the corresponding series of Liberty Braves common stock and (iii) 0.25 of a newly issued share of the corresponding series of Liberty Media common stock, with cash issued in lieu of fractional shares.

 

The Restated Charter sets forth the terms and the rights of holders of the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock. Pursuant to the Restated Charter, the Liberty SiriusXM common stock tracks the businesses, assets and liabilities attributed to the Company’s SiriusXM Group, the Liberty Braves common stock tracks the businesses, assets and liabilities attributed to the Company’s Braves Group and the Liberty Media common stock tracks the businesses, assets and liabilities attributed to the Company’s Media Group.

 

The Series A Liberty SiriusXM common stock, the Series B Liberty SiriusXM common stock, the Series C Liberty SiriusXM common stock, the Series A Liberty Braves common stock, the Series C Liberty Braves common stock, the Series A Liberty Media common stock and the Series C Liberty Media common stock began trading on the Nasdaq Global Select Market on April 18, 2016 under the symbols “LSXMA,” “LSXMB,” “LSXMK,” “BATRA,” “BATRK,” “LMCA” and “LMCK,” respectively. The Series B Liberty

Braves common stock and the Series B Liberty Media common stock began quotation on The OTC Markets on April 18, 2016 under the symbols “BATRB” and “LMCB,” respectively.

 

The sections of Amendment No. 2 to the Company's Registration Statement on Form S-4, filed with the SEC on February 18, 2016, entitled “Description of Liberty SiriusXM Common Stock, Liberty Braves Common Stock and Liberty Media Common Stock Under Our Restated Charter and Comparison to Our Existing Common Stock Under Our Current Charter” and “Other Provisions of the Restated Charter,” which describe certain provisions of the Restated Charter, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Restated Charter, which is incorporated by reference as Exhibit 3.1 to this report on Form 8-K.

In connection with the completion of the Reclassification and Exchange and the entry into the Supplemental Indenture, the Company issued press releases on April 15, 2016 and April 18, 2016, which are filed as Exhibits 99.1 and 99.2 hereto, respectively.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits

 

 

 

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: April 19, 2016

 

 

 

EXHIBIT INDEX