UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On February 1, 2021, Liberty Media Corporation (“Liberty Media”) entered into a tax sharing agreement with Sirius XM Holdings Inc. (“SiriusXM”) governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement was negotiated by Liberty Media with a special committee of SiriusXM’s board of directors, all of whom are independent of Liberty Media, and approved by the executive committee of Liberty Media’s board of directors.
Under the Internal Revenue Code, two corporations may form a consolidated tax group, and file a consolidated federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the other corporation. As of December 31, 2020, Liberty Media beneficially owned, directly and indirectly, approximately 76% of the outstanding shares of SiriusXM’s common stock. Liberty Media expects that it could beneficially own, directly and indirectly, over 80% of the outstanding shares of SiriusXM’s common stock at some time in 2021, and Liberty Media and SiriusXM would then become members of the same consolidated tax group. Should that happen, the tax sharing agreement would govern certain matters related to the resulting consolidated federal income tax returns, as well as state and local returns filed on a consolidated or combined basis.
The tax sharing agreement contains provisions that Liberty Media believes are customary for tax sharing agreements between members of a consolidated group. A copy of the tax sharing agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The tax sharing agreement and SiriusXM’s inclusion in Liberty Media’s consolidated tax group is not expected to have any material adverse effect on Liberty Media.
This Current Report on Form 8-K and the exhibit attached hereto 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.
Forward-looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the tax sharing agreement and Liberty Media’s ownership of SiriusXM common stock. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, changes in tax laws and general market conditions. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the expectations of Liberty Media with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to Liberty Media’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, for risks and uncertainties related to the business of Liberty Media which may affect the statements made in this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: February 2, 2021
LIBERTY MEDIA CORPORATION | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Senior Vice President | ||
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