O’Melveny & Myers LLP Two Embarcadero Center
28ᵗʰ Floor
San Francisco, CA 94111-3823 T: +1 415 984 8700 F: +1 415 984 8701 omm.com File Number:

January 29, 2024   Via EDGAR
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549 C. Brophy Christensen D: +1 415 984 8793 bchristensen@omm.com

Re: Liberty Media Corporation Preliminary Proxy Statement 

Ladies and Gentlemen

On behalf of Liberty Media Corporation (“Liberty Media”), we enclose herewith for filing under the Securities Act of 1933, as amended (the “Securities Act”), the preliminary proxy statement and notice of Liberty Media (the “Preliminary Proxy Statement”).

The Preliminary Proxy Statement relates to a special meeting of Liberty Media’s LSXMA and LSXMB (each as defined below) stockholders, at which such stockholders will be asked to consider and vote on certain proposals, including a proposal to approve the redemption by Liberty Media of each outstanding share of (i) Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01 per share (“LSXMA”), (ii) Liberty Media’s Series B Liberty SiriusXM common stock, par value $0.01 per share (“LSXMB”), and (iii) Liberty Media’s Series C Liberty SiriusXM common stock, par value $0.01 per share (“LSXMK” and, together with LSXMA and LSXMB, collectively, “Liberty SiriusXM Common Stock”), for such number of shares of common stock of Liberty Sirius XM Holdings Inc. (“New Sirius”), par value $0.001 per share (“New Sirius Common Stock”), equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023 (the “Reorganization Agreement”), by and among Liberty Media, New Sirius and Sirius XM Holdings Inc. (“Sirius XM Holdings”), and as further described below) (such redemption and exchange, the “Redemption”), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. Prior to the Redemption, all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group will be contributed to and assumed by New Sirius (the “Contribution”). We refer to the Contribution, the Redemption and the resulting separation of New Sirius from Liberty Media pursuant to the Contribution and Redemption as the “Split-Off”.

Prior to the closing of the Split-Off and pursuant to the Reorganization Agreement, the Exchange Ratio (rounded to the nearest ten-thousandth) will be calculated based on (i) the number of shares of common stock of Sirius XM Holdings, par value $0.001 per share (“Sirius XM Common Stock”), held by Liberty Media and its subsidiaries (including New Sirius and its subsidiaries) immediately prior to the Split-Off reduced by a net liabilities share adjustment, divided by (ii) the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock after the close of the market on the date that is seven business days prior to the date of closing of the Redemption as further described in the Preliminary Proxy Statement.

Austin • Century City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

 

Concurrent with entry into the Reorganization Agreement, New Sirius, Liberty Media, Sirius XM Holdings and Radio Merger Sub, LLC, a wholly owned subsidiary of New Sirius (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of December 11, 2023 (the “Merger Agreement”), pursuant to which, substantially concurrently with, but following, the completion of the Split-Off, Merger Sub will merge with and into Sirius XM Holdings (the “Merger” and, together with the Split-Off, the “Transactions”), with Sirius XM Holdings surviving the Merger as a wholly owned subsidiary of New Sirius. Upon completion of the Merger, each share of Sirius XM Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares beneficially owned by Sirius XM Holdings or New Sirius or any of its subsidiaries) will be converted into the right to receive one share of New Sirius Common Stock.

The Transactions are described in detail in the Preliminary Proxy Statement filed herewith.

Should any questions arise with respect to this filing, please contact the undersigned at bchristensen@omm.com or (415) 984-8700.

Sincerely,

/s/ C. Brophy Christensen

C. Brophy Christensen  

CBC

cc: Liberty Media Corporation
Renee L. Wilm
Brittany A. Uthoff
Katherine C. Jewell
Michael E. Hurelbrink

2