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Liberty Media Corp (NASDAQ:LSXMK) and Sirius XM Holdings Inc (NASDAQ:SIRI), North America's premier audio entertainment company, agreed to merge Liberty Media's Liberty SiriusXM tracking stock group with SiriusXM.
In September, Liberty proposed to combine and form a new consolidated public company.
This merger will form a new public entity, retaining the SiriusXM name and brand.
The newly formed New SiriusXM will have one series of common stock and plans to remain listed on the Nasdaq Global Select Market under the ticker "SIRI."
Under the transaction, Liberty Media will execute a redemptive split-off involving a new subsidiary ("SplitCo"), which will hold its SiriusXM shares and around $1.7 billion in attributed net liabilities. These liabilities include LSXM's net debt, transaction fees, financing costs, litigation liabilities, and other corporate adjustments.
In the split-off, LSXM stockholders will receive shares of SplitCo stock, ensuring they receive 1 share of new SiriusXM for each share held, adjusted for LSXM net liabilities. SplitCo will merge with SiriusXM, and SiriusXM stockholders (excluding Liberty Media) will receive 1:1 shares in SplitCo, which will become New SiriusXM.
If the Net Liabilities Share Adjustment and the adjusted fully diluted shares of LSXM were calculated as of June 30, 2024, the estimated Exchange Ratio is approximately 8.4 New SiriusXM shares for each LSXM share held.
Post-transaction, former LSXM stockholders will own about 81% of New SiriusXM, with SiriusXM minority stockholders owning the remaining 19%.
New SiriusXM aims to maintain a leverage ratio of low-to-mid 3x adjusted EBITDA.
Price Action: SIRI shares traded higher by 2.39% at $5.14 on the last check Tuesday.
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