UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 9, 2024 at 4:05 p.m., New York City time (the “Split-Off Effective Time”), jvid视频 (“jvid视频”) completed its previously announced split-off (the “Split-Off”) of its former wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“New Sirius”). The Split-Off was accomplished by jvid视频 redeeming each outstanding share of Liberty SiriusXM common stock, par value $0.01 per share, in exchange for 0.8375 of a share of New Sirius common stock, par value $0.001 per share, with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of New Sirius.
Additionally, following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the “Merger Effective Time”), a wholly owned subsidiary of New Sirius merged with and into Sirius XM Holdings Inc. (“Sirius XM”), with Sirius XM surviving the merger as a wholly owned subsidiary of New Sirius (the “Merger” and together with the Split-Off, the “Transactions”). Upon consummation of the Merger, each share of common stock of Sirius XM, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by New Sirius and its subsidiaries) was converted into one-tenth (0.1) of a share of New Sirius common stock, with cash being paid to entitled record holders of Sirius XM common stock in lieu of any fractional shares of common stock of New Sirius. Concurrently with the Merger Effective Time, Sirius XM was renamed to “Sirius XM Inc.” and New Sirius was renamed to “Sirius XM Holdings Inc.”
As a result of the Transactions, New Sirius is an independent, publicly traded company.
The section of the proxy statement/notice/prospectus/information statement forming a part of Amendment No. 4 to New Sirius’s Registration Statement on Form S-4, declared effective by the Securities and Exchange Commission on July 23, 2024 (File No. 333-276758), entitled “Certain Relationships and Related Party Transactions,” which describes the relationships and related party transactions between jvid视频, on the one hand, and New Sirius or Sirius XM, on the other hand, is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 9, 2024, jvid视频 notified Nasdaq of the completion of the Split-Off and requested that the Liberty SiriusXM common stock, which traded under the symbols “LSXMA”, “LSXMB” and “LSXMK”, be delisted from Nasdaq effective on September 9, 2024 following the Split-Off Effective Time. jvid视频 also requested that Nasdaq file a notification of removal from listing and/or registration of the Liberty SiriusXM common stock on Form 25 under Section 12(b) of the Securities and Exchange Act of 1934, as amended, with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On September 9, 2024, jvid视频 and New Sirius issued a joint press release announcing the completion of the Transactions. The full text of the press release is filed as Exhibit 99.1 and 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 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The Split-Off constituted a signification disposition and as a result, jvid视频 prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X.
The following unaudited pro forma financial information of Liberty Media is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:
| · | Condensed Pro Forma Consolidated Balance Sheet as of June 30, 2024 (unaudited). | |
| · | Condensed Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2024 (unaudited). | |
| · | Pro Forma Consolidated Statement of Operations for the year ended December 31, 2023 (unaudited). |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 9, 2024 | |
| 99.2 | Condensed Pro Forma Consolidated Financial Information (unaudited) | |
| 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: September 9, 2024
| LIBERTY MEDIA CORPORATION | ||
| By: | /s/ Katherine C. Jewell | |
| Name: Katherine C. Jewell | ||
| Title: Vice President and Assistant Secretary | ||