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Sirius XM Holdings acquisition of Pandora

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On February 1, 2019, Sirius XM Holdings purchased all of the outstanding shares of Pandora for $2.4 billion, by converting each outstanding share of Pandora common stock into 1.44 shares of Sirius XM Holdings common stock and by cancelling Sirius XM Holdings鈥� investment in Pandora鈥檚 preferred stock with a fair value of $524 million, for total consideration of approximately $2.9 billion. Net cash acquired by Sirius XM Holdings was $313 million. Pandora operates an internet-based music discovery platform, offering a personalized experience for listeners.

The table below shows the value of the consideration paid in connection with the acquisition (in millions, except for exchange ratio and price per share of Sirius XM Holdings common stock):

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The final acquisition price allocation for Pandora is as follows (in millions):

(a) In order to present the assets acquired and liabilities assumed, the conversion feature associated with Pandora鈥檚 convertible notes for $62 million has been included within long-term debt in the table above and included within noncontrolling interest in equity of subsidiaries within the consolidated statement of equity. See note 9 for details regarding Pandora鈥檚 convertible notes.

Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and represents synergies and economies of scale expected from the combination of services. None of the acquired goodwill is expected to be deductible for tax purposes. Pandora鈥檚 amortizable intangible assets are comprised of customer relationships and software and technology, with estimated weighted average useful lives of 8 years and 5 years, respectively. The fair value assessed for the majority of the remaining assets acquired and liabilities assumed equaled their carrying value. Additionally, in connection with the acquisition, Sirius XM Holdings acquired gross net operating loss carryforwards of approximately $1,287 million for federal income tax purposes available to offset future taxable income. The acquired net operating losses are limited by Section 382 of the Internal Revenue Code. Those limitations are not expected to impact our ability to fully utilize those net operating losses within the carryforward period.

Sirius XM Holdings recognized $84 million of costs related to the acquisition of Pandora during the year ended December 31, 2019.

The amounts of revenue and net loss of Pandora included in Liberty鈥檚 consolidated statement of operations since the date of acquisition were $1,607 million and $303 million, respectively, for the year ended December 31, 2019.

The unaudited pro forma revenue and net earnings of Liberty, prepared utilizing the historical financial statements of Pandora, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition of Pandora discussed above occurred on January 1, 2018, are as follows:

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The pro forma results primarily include adjustments related to the amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated tax impacts. The pro forma information is not representative of the Company鈥檚 future results of operations nor does it reflect what the Company鈥檚 results of operations would have been if the acquisition of Pandora had occurred previously and the Company consolidated Pandora during the entirety of the periods presented.

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On September聽7, 2016, Liberty, through its indirect wholly owned subsidiary Liberty GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco, the parent company of 贵辞谤尘耻濒补听1, a global motorsports business, from a consortium of sellers led by CVC Capital Partners (鈥淐VC鈥�). The transactions contemplated by the first purchase agreement were completed on September聽7, 2016 and provided for Liberty鈥檚 acquisition of slightly less than a 20% minority stake in 贵辞谤尘耻濒补听1 on an undiluted basis for $746聽million, funded entirely in cash (which is equal to $821聽million in consideration less a $75聽million holdback that was repaid by Liberty to selling stockholders upon completion of the Second Closing). On October聽27, 2016, under the terms of the first purchase agreement, Liberty acquired an additional incremental equity interest of Delta Topco, maintaining Liberty鈥檚 investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. On January聽23, 2017, Liberty acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain 贵辞谤尘耻濒补听1 teams, in a second closing under the second purchase agreement (and following the unwind of the first purchase agreement). Prior to the Second Closing, CVC continued to be the controlling shareholder of 贵辞谤尘耻濒补听1, and Liberty did not have any voting interests or board representation in 贵辞谤尘耻濒补听1. As a result, Liberty concluded that it did not have significant influence over 贵辞谤尘耻濒补听1, and therefore our initial investment in 贵辞谤尘耻濒补听1 was accounted for as a cost investment until the completion of the Second Closing, at which time we began consolidating 贵辞谤尘耻濒补听1.

The transaction price for the acquisition represents an enterprise value for 贵辞谤尘耻濒补听1 of approximately $8.0 billion and an equity value of approximately $4.4 billion, calculated at the time of the first closing. The total consideration at the time of closing was $4.7 billion, comprised of $3.05 billion of cash (including the investments made under the first purchase agreement during 2016) and approximately $1.6 billion of non-cash consideration represented by approximately 56聽million newly issued shares of Series聽C Liberty Formula One common stock.

Included in net earnings (loss) for the year ended December聽31, 2017 is $261聽million related to 贵辞谤尘耻濒补听1鈥檚 operations since the date of acquisition.

The unaudited pro forma revenue and net earnings of Liberty, prepared utilizing the historical financial statements of 贵辞谤尘耻濒补听1, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition of 贵辞谤尘耻濒补听1 discussed above occurred on January聽1, 2016, are as follows:

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The pro forma results include adjustments primarily related to the amortization of acquired intangible assets. The pro forma information is not representative of the Company鈥檚 future results of operations nor does it reflect what the Company鈥檚 results of operations would have been if the acquisition of 贵辞谤尘耻濒补听1 had occurred previously and the Company consolidated 贵辞谤尘耻濒补听1 during the periods presented.