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 Tax Sharing Agreement, dated February 1, 2021, by and between
Liberty Media Corporation and Sirius XM Holdings Inc.
(incorporated by reference to Exhibit 10.44 to Sirius XM
Holdings Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2020 filed on February 2, 2020 (File No.
001-34295)).
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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