Advanced Television

SiriusXM, Liberty Media restructure ownership

December 13, 2023

By Chris Forrester

As expected, Liberty Media and pay-radio broadcaster SiriusXM confirmed their transaction changes on December 12th.

Liberty was already the largest and controlling shareholder in SiriusXM. 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.

New SiriusXM will have a simplified ownership structure and benefit from greater strategic flexibility and independence. It also provides New SiriusXM with access to a broader investor base and expanded opportunities for index inclusion. The additional float provided by the transaction is also expected to improve trading liquidity for New SiriusXM stockholders.

The full statement from the pair said: “Liberty Media Corporation and Sirius XM Holdings Inc. announced that they have entered into definitive agreements whereby Liberty Media’s Liberty SiriusXM tracking stock group 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’.

“We have reached an important milestone in Liberty’s ownership of SiriusXM. This combination will create value for all stockholders by eliminating the tracking stock structure, enhancing liquidity and allowing former LSXM stockholders to participate directly in the ongoing performance of SiriusXM,” said Greg Maffei, Liberty President & CEO. “SiriusXM commands the largest paid share-of-ear in the car and has proven itself as an incredibly successful and profitable business. We are confident SiriusXM will continue to create value by building on its resilient business model to execute its strategic initiatives. We look forward to remaining meaningfully involved in the business and significant stockholders.”

“We are pleased that the Special Committee of our Board of Directors has reached this agreement with Liberty Media, which will allow SiriusXM to enter its next phase of value creation,” said Jennifer Witz, Chief Executive Officer of SiriusXM. “In a highly fragmented audio entertainment industry, SiriusXM has differentiated itself as the leading audio entertainment provider by creating an experience centered on our high-quality, premium, human curated radio that is more relevant than ever. In doing so, we have built a profitable business that is poised for continued success. With our strong foundation and as we roll out our next generation platform, we are transforming SiriusXM to drive long-term growth and stockholder value creation.”

“The Special Committee of the SiriusXM Board of Directors, along with our independent advisors, has carefully and diligently evaluated Liberty Media’s proposal and negotiated this transaction. We believe that the agreement we reached with Liberty Media is in the best interests of the Company and its stockholders,” added Eddy Hartenstein, member of the Special Committee and Lead Independent Director of the SiriusXM Board. “With this transaction, SiriusXM will be well positioned to continue creating value for stockholders.”

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