Liberty Sirius XM Holdings Inc. entered into definitive agreement to acquire Sirius XM Holdings Inc. (NasdaqGS:SIRI) from The Liberty SiriusXM Group (NasdaqGS:LSXM.K) and others on December 12, 2023. The Exchange Ratio will be calculated based on (i) the number of shares of SiriusXM held by Liberty, reduced by a net liabilities share adjustment (the ?Net Liabilities Share Adjustment?), divided by (ii) the number of adjusted fully diluted shares of LSXM. In the split-off, holders of each series of LSXM common stock will receive a number of shares of SplitCo stock equal to the Exchange Ratio such that LSXM stockholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted for LSXM net liabilities and existing SiriusXM stockholders (other than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM. If the Net Liabilities Share Adjustment and the adjusted fully diluted shares of LSXM were calculated as of June 30, 2024, the Exchange Ratio is estimated to be approximately 8.4 shares in New SiriusXM for each share of LSXM held. As part of the agreement, Liberty Sirius XM Holdings will be combined with SiriusXM to create a new public company (?New SiriusXM?), which will continue to operate under the SiriusXM name and brand. New SiriusXM will have a single outstanding series of common stock and is expected to continue to be traded on the Nasdaq Global Select Market under the ticker symbol ?SIRI?. The transaction will result in New SiriusXM being an independent public company, with no majority stockholder, a single class of shares and a board comprising a majority of independent directors. Under the terms of the transaction, Liberty Media Corporation will separate Liberty Sirius XM Holdings (LSXM) by means of a redemptive split-off of a new subsidiary of Liberty (?SplitCo?), which will hold its shares of SiriusXM and approximately $1.7 billion of estimated attributed net liabilities. Liberty Media currently holds 3,205.8 million shares of SiriusXM attributed to LSXM. Pro forma for the transaction, there will be approximately 3,392 million basic shares outstanding of New SiriusXM, of which former LSXM stockholders will own approximately 81% of New SiriusXM, with the SiriusXM minority stockholders owning the remaining 19%. In the event that this Agreement is terminated by SiriusXM (through the Special Committee), then Liberty shall pay to SiriusXM a termination fee of $450 million in cash (the ?Termination Fee?).

The transaction is subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by Liberty Media and New SiriusXM of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals, the completion of the Split-Off, any required approvals under applicable U.S. antitrust laws, an effective registration statement on Form S-4 with respect to shares of New Sirius Common Stock to be issued in the Transactions, Nasdaq listing approval of the shares of New Sirius Common Stock to be issued, the Reorganization Agreement shall have been satisfied and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by Liberty?s Board, the SiriusXM Special Committee and SiriusXM?s Board of Directors. The transaction is expected to be completed early in the third quarter of 2024.

J.P. Morgan is acting as financial advisor and C. Brophy Christensen, Bradley L. Finkelstein and Noah Kornblith of O?Melveny & Myers LLP acted as legal counsels to Liberty Media. Morgan Stanley & Co. LLC is acting as financial advisor and Eric Swedenburg and Johanna Mayer of Simpson Thacher & Bartlett LLP acted as legal counsels to SiriusXM. Solomon Partners Securities, LLC is acting as financial advisor and Michael A. Diz, William D. Regner and Katherine Durnan Taylor of Debevoise & Plimpton LLP acted as legal counsels to the SiriusXM Special Committee.