Liberty Media Corporation announced on Wednesday that it has entered into agreements with third party investors in order to commit $1.55 billion in subscriptions for newly issued shares of its Series C Liberty Media common stock ("LMCK") at a price of $25.00 per share in connection with its acquisition of Formula 1.
The third parties are Coatue Management, L.L.C., the D. E. Shaw group, JANA Partners LLC, Ruane, Cunniff & Goldfarb Inc., Soroban Capital Partners LP, SPO Advisory Corp., and Viking Global Investors LP.
The issuance of the shares of LMCK to the Third Party Investors will be consummated concurrently with the completion of the Formula 1 acquisition.
"We are excited that this impressive list of investors will participate in the acquisition of Formula 1. This group shares our enthusiasm for the sport and our belief in the opportunity to develop and grow it for the benefit of the fans, teams, sponsors and our shareholders. We look forward to closing the transaction in early 2017," Greg Maffei, President and Chief Executive Officer of Liberty Media, said.
"This is a significant step in Liberty Media's transformative acquisition of Formula 1 and is further confirmation that the future of the sport is bright," Chase Carey, Chairman of Formula 1, added.
The proceeds from this $1.55 billion investment will be used to increase the cash portion of the aggregate consideration payable to the consortium of selling Formula 1 shareholders led by CVC Capital Partners ("CVC"). As a result of this investment, the number of LMCK shares issuable to the Selling Shareholders at the closing of the Formula 1 acquisition will be reduced from approximately 138 million to approximately 76 million.
The interest in Formula 1 already acquired by Liberty Media, and the remaining interest to be acquired upon the closing of the acquisition, is being attributed to the Liberty Media Group tracking stock.
Upon completion of the acquisition, subject to stockholder approval, the Liberty Media Group will be renamed the Formula One Group and the ticker symbols for the Series A, Series B and Series C Liberty Media common stocks will be changed from LMC (A/B/K), respectively, to FWON (A/B/K), respectively.
Following the completion of the Formula 1 acquisition and the issuance of shares to the Third Party Investors, the Third Party Investors in the aggregate will own approximately 26%(1) of the Formula One Group's equity, and the Selling Shareholders will own approximately 39%(1) of the Formula One Group's equity and will have board representation at Formula 1 to support Liberty Media in continuing to develop the full potential of the sport. In addition, a CVC representative will be joining the Liberty Media Board of Directors.
The completion of the acquisition is subject to certain conditions, including the receipt of certain clearances and approvals by antitrust and competition law authorities in various countries, certain third-party consents and approvals, including that of the Fédération Internationale de l'Automobile, the governing body of Formula 1, and the approval by Liberty Media's stockholders of the issuance of LMCK shares in connection with the acquisition at a special meeting scheduled for January 17, 2017.
The acquisition is expected to close before the end of the first quarter in 2017.
