Item 2.02. Results of Operations and Financial Condition.
On November 4, 2021, Liberty Media Corporation (the "Company") issued a press
release (the "Earnings Release") setting forth information, including financial
information, which is intended to supplement the financial statements and
related Management's Discussion and Analysis of Financial Condition and Results
of Operations contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021, filed with the Securities and Exchange
Commission (the "SEC") on November 4, 2021.
This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar
as they disclose historical information regarding the Company's results of
operations or financial condition for the quarter ended September 30, 2021, are
being furnished to the SEC.
Item 3.02. Unregistered Sales of Equity Securities.
On November 1, 2021, the Company entered into an Exchange Agreement (the
"Exchange Agreement") with the counterparties thereto (collectively, the
"Holders") to acquire an aggregate of 43,658,800 shares of common stock, par
value $0.001 per share, of Sirius XM Holdings Inc., a Delaware corporation
("Sirius XM Holdings"), in exchange (the "Exchange") for the issuance by the
Company to the Holders of an aggregate of 5,347,320 shares of the Company's
Series A Liberty SiriusXM Common Stock, par value $0.01 per share, in a
transaction intended to qualify as a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The
exchange ratio was market-based with no premium. The Exchange closed on November
3, 2021 and, as a result, the Company and Sirius XM Holdings became members of
the same consolidated tax group. The shares of Series A Liberty SiriusXM Common
Stock issued by the Company to the Holders pursuant to the Exchange Agreement
were not registered under the Securities Act of 1933, as amended, in reliance on
the exemption from registration under Section 4(a)(2) of the Securities Act of
1933, as amended.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Earnings Release, dated November 4, 2021.
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101)
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