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