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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): August 20, 2024

 

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware  001-35707  37-1699499
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

Registrant's telephone number, including area code: (720) 875-5400

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Series A Liberty SiriusXM Common Stock LSXMA The Nasdaq Stock Market LLC
Series B Liberty SiriusXM Common Stock LSXMB The Nasdaq Stock Market LLC
Series C Liberty SiriusXM Common Stock LSXMK The Nasdaq Stock Market LLC
Series A Liberty Formula One Common Stock FWONA The Nasdaq Stock Market LLC
Series C Liberty Formula One Common Stock FWONK The Nasdaq Stock Market LLC
Series A Liberty Live Common Stock LLYVA The Nasdaq Stock Market LLC
Series C Liberty Live Common Stock LLYVK The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On August 21, 2024, Liberty Media Corporation (“Liberty Media”) issued a press release announcing the pricing of the previously-announced public offering of 10,650,000 shares of its Series C Liberty Formula One Common Stock at a public offering price of $77.50 per share, par value $0.01 per share (the “Common Stock”).

 

The press release attached hereto as Exhibit 99.1 is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

 

Item 8.01. Other Events.

 

On August 20, 2024, Liberty Media entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC (the “Underwriter”) pursuant to which Liberty Media agreed to issue and sell 10,650,000 shares of the Common Stock to the Underwriter at a public offering price of $77.50 per share (the “Purchase Price”). Liberty Media also granted the Underwriter a 30-day option to purchase up to an additional 1,597,500 shares of the Common Stock at the Purchase Price.

 

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated August 20, 2024, by and between Liberty Media and the Underwriter
99.1   Press Release, dated August 21, 2024, regarding the pricing of the offering
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 21, 2024 

 

  LIBERTY MEDIA CORPORATION
     
  By: /s/ Wade Haufschild
    Name: Wade Haufschild
    Title: Senior Vice President