0001104659-23-101259.txt : 20230915 0001104659-23-101259.hdr.sgml : 20230915 20230915170354 ACCESSION NUMBER: 0001104659-23-101259 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230914 FILED AS OF DATE: 20230915 DATE AS OF CHANGE: 20230915 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: 231259378 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 tm2326200-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-09-14 0 0001335258 Live Nation Entertainment, Inc. LYV 0001560385 Liberty Media Corp 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 0 2.375% Exch. Sr. Debentures due 2053 (obligation to sell) 2023-09-14 4 S 0 1150000000 1150000000 D Common Stock 10961800 1150000000 D 0.50% Exch. Sr. Debentures due 2050 (obligation to sell) 2023-09-14 4 P 0 857645000 918463987.16 A 2050-09-30 Common Stock 9518401 62355000 D On September 14, 2023, the reporting person sold, pursuant to a purchase agreement, $1,150,000,000 aggregate principal amount of its 2.375% exchangeable senior debentures due 2053 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 9.5320 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 30, 2028, 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 30, 2028 at any time, (ii) in whole, but not in part, prior to September 30, 2028, after the occurrence of certain conditions or events or (iii) in whole or in part at any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. Expiration Date is September 30, 2053. Each $1,000 principal amount of 0.50% exchangeable senior debentures due 2050 issued by the reporting person (the "0.50% Debentures") is exchangeable for 11.0983 shares of Common Stock. Upon exchange at the option of the holder or a purchase of the 0.50% Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement, or a combination thereof. Each 0.50% Debenture is exchangeable at the option of the holder during specified periods. Holders of the 0.50% Debentures may put them to the reporting person on September 1, 2024, or prior thereto following the occurrence of a "fundamental change," and the 0.50% Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after September 1, 2024 at any time, (ii) in whole, but not in part, prior to September 1, 2024, after the occurrence of certain conditions or events or (iii) in whole or in part at any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the 0.50% Debentures, would reduce the adjusted principal amount of the 0.50% Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. On September 14, 2023, the reporting person repurchased, for cash, $857,645,000 aggregate adjusted principal amount of the 0.50% Debentures, plus accrued and unpaid interest. 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 March 31, 2024, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Debenture; (ii) March 31, 2024, 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 30, 2028; (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" that is a Non-Live QSE (as defined in the indenture) on or prior to September 30, 2028 and the reporting person does not provide an irrevocable, full and unconditional guarantee expiring no earlier than September 30, 2028 of such 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 adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time during the period commencing on July 1, 2028, through the close of business on the second scheduled trading day immediately preceding September 30, 2028, and during the period commencing on July 1, 2053 through the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures. Liberty Media Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President and Assistant Secretary 2023-09-15