Item 8.01 Other Events.
On November 17, 2022, Liberty Media Corporation ("Liberty Media") issued a press
release announcing, among other things, that its board of directors had
authorized management to pursue a plan to (1) split-off (the "Split-Off") the
Atlanta Braves and its associated real estate development project and (2) create
a new Liberty Live Group tracking stock. The Split-Off would be accomplished
through the redemption of Liberty Media's existing Liberty Braves common stock
in exchange for common stock of a newly formed company to be called Atlanta
Braves Holdings, Inc. ("Atlanta Braves Holdings"). Following the completion of
the Split-Off, Liberty Media would create a new third tracking stock group, the
Liberty Live Group, through the reclassification (the "Reclassification") of all
of Liberty Media's remaining common stock, which includes the Liberty SiriusXM
Group and the Formula One Group. The Split-Off and the Reclassification will be
subject to various conditions, as set forth in more detail in the press release
filed herewith as Exhibit 99.1.
The press release is being filed herewith as Exhibit 99.1 to this Current Report
on Form 8-K in compliance with Rule 425 of the Securities Act of 1933, as
amended, and Rule 14a-12 under the Securities Exchange Act of 1934, as amended,
and is hereby incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Name
99.1 Press Release dated November 17, 2022
104 Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
Forward-Looking Statements
This Current Report on Form 8-K, including the exhibit attached hereto, includes
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including certain statements relating to the
proposed Split-Off and proposed Reclassification (including the allocation of
assets and liabilities among Liberty Media's tracking stock groups and the
expected benefits of these transactions), proposed timing of the transactions,
the listing or quotation of shares of Liberty Media's tracking stocks and
Atlanta Braves Holdings' common stock following the proposed transactions and
other matters that are not historical facts. All statements other than
statements of historical fact are "forward-looking statements" for purposes of
federal and state securities laws. These forward-looking statements generally
can be identified by phrases such as "possible," "potential," "intends" or
"expects" or other words or phrases of similar import or future or conditional
verbs such as "will," "may," "might," "should," "would," "could," or similar
variations. 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, the
satisfaction of conditions to the proposed Split-Off and the proposed
Reclassification and the ability of Liberty Media to realize the expected
benefits of these transactions. 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
Liberty Media's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. Please refer
to the publicly filed documents of Liberty Media, including its most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional
information about Liberty Media and about the risks and uncertainties related to
Liberty Media's business which may affect the statements made in this Current
Report on Form 8-K.
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Additional Information
Nothing in this Current Report on Form 8-K, including the exhibits attached
hereto, shall constitute a solicitation to buy or an offer to sell shares of
common stock of Liberty Media or Atlanta Braves Holdings. The proposed offer and
issuance of shares of common stock of Atlanta Braves Holdings in the Split-Off
and of common stock of Liberty Media in the Reclassification will be made only
pursuant to an effective registration statement. Liberty Media stockholders and
other investors are urged to read the registration statements, including the
joint proxy statement/prospectus to be contained therein, to be filed with the
SEC regarding the Split-Off and the Reclassification, and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information about the Split-Off
and the Reclassification. Copies of these SEC filings are available free of
charge at the SEC's website (http://www.sec.gov). Copies of the filings together
with the materials incorporated by reference therein will also be available,
without charge, by directing a request to Liberty Media Corporation, 12300
Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations,
Telephone: (877) 772-1518.
Participants in a Solicitation
Liberty Media and Atlanta Braves Holdings and their respective directors and
executive officers and other persons may be deemed to be participants in the
solicitation of proxies in respect of proposals relating to the Split-Off and
the Reclassification. Information regarding the directors and executive officers
of Liberty Media and Atlanta Braves Holdings and other participants in the proxy
solicitation and a description of their respective direct and indirect
interests, by security holdings or otherwise, will be available in the proxy
materials with respect to the Split-Off and the Reclassification to be filed
with the SEC when they become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. Free copies of these documents from Liberty
Media may be obtained as indicated above.
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