0001104659-20-126518.txt : 20201117 0001104659-20-126518.hdr.sgml : 20201117 20201117212201 ACCESSION NUMBER: 0001104659-20-126518 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201117 FILED AS OF DATE: 20201117 DATE AS OF CHANGE: 20201117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty Media Corp CENTRAL INDEX KEY: 0001560385 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32601 FILM NUMBER: 201322774 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 720-875-5400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER NAME: FORMER CONFORMED NAME: Liberty Spinco, Inc. DATE OF NAME CHANGE: 20121015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Live Nation Entertainment, Inc. CENTRAL INDEX KEY: 0001335258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 203247759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9348 CIVIC CENTER DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-867-7200 MAIL ADDRESS: STREET 1: 9348 CIVIC CENTER DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: Live Nation, Inc. DATE OF NAME CHANGE: 20060111 FORMER COMPANY: FORMER CONFORMED NAME: CCE Spinco, Inc. DATE OF NAME CHANGE: 20050804 4 1 a4.xml 4 X0306 4 2020-11-17 0 0001335258 Live Nation Entertainment, Inc. LYV 0001560385 Liberty Media Corp 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 0.50% Exch. Sr. Debentures due 2050 (obligation to sell) 2020-11-17 4 S 0 120000000 120000000 D 2050-12-01 Common Stock 1331796 920000000 D On November 17, 2020, the reporting person sold, pursuant to an option to purchase additional Debentures (as defined below) granted to the initial purchasers under a purchase agreement dated as of November 9, 2020, $120,000,000 aggregate principal amount of its 0.50% exchangeable senior debentures due 2050 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is intially exchangeable for 11.0983 shares of the issuer's common stock, par value $0.01 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement, or a combination thereof. Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on September 1, 2024, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after September 1, 2024 at any time, or (ii) in whole, but not in part, prior to September 1, 2024, after the occurrence of certain conditions or events. Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the calendar quarter ending June 30, 2021, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Debenture; (ii) June 30, 2021, if the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to September 1, 2024; (iv) the Debenture is called for redemption; (v) the reporting person elects to transfer its obligations under the Debentures and the indenture governing the Debentures to a "qualified successor entity" and the reporting person does not provide an irrevocable, full and unconditional guarantee expiring no earlier than September 1, 2024 of the "qualified successor entity's" payment obligations thereunder; and (vi) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the principal amount of the Debentures to $0.00 or such principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time during the period commencing on June 1, 2024 through the close of business on the second scheduled trading day immediately preceding September 1, 2024, and during the period commencing on September 1, 2050 through the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures. Liberty Media Corporation By: /s/ Craig Troyer Title: Senior Vice President and Assistant Secretary 2020-11-17