jvid视频

(2) Tracking Stocks

A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. While the Liberty SiriusXM Group, Liberty Braves Group (the 鈥淏raves Group鈥�) and the Liberty Formula One Group (the 鈥淔ormula One Group鈥�) have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Therefore, the Liberty SiriusXM Group, Braves Group and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities that have been attributed to each respective group. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, such as the Liberty SiriusXM Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

The Liberty SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. As of March 31, 2023, the Liberty SiriusXM Group is comprised of Liberty鈥檚 interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty鈥檚 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淐onvertible Notes鈥�) and related financial instruments, Liberty鈥檚 3.75% Convertible Senior Notes due 2028, Liberty鈥檚 2.125% Exchangeable Senior Debentures due 2048, Liberty鈥檚 2.75% Exchangeable Senior Debentures due 2049, Liberty鈥檚 0.5% Exchangeable Senior Debentures due 2050 and margin loan

obligations incurred by wholly-owned special purpose subsidiaries of Liberty. The Liberty SiriusXM Group retains intergroup interests in the Formula One Group and the Braves Group as of March 31, 2023. As of March 31, 2023, the Liberty SiriusXM Group has cash and cash equivalents of approximately $430 million, which includes $53 million of subsidiary cash. During the three months ended March 31, 2023, Sirius XM Holdings declared a quarterly dividend and paid in cash an aggregate amount of $94 million, of which Liberty received $77 million. On April 19, 2023, Sirius XM Holdings鈥� board of directors declared a quarterly dividend on its common stock in the amount of $0.0242 per share of common stock payable on May 24, 2023 to stockholders of record as of the close of business on May 5, 2023.

The Liberty Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. As of March 31, 2023, the Braves Group is comprised primarily of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (鈥淎NLBC鈥� or the 鈥淎tlanta Braves鈥�), certain assets and liabilities associated with ANLBC鈥檚 stadium (the 鈥淪tadium鈥�) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities (the 鈥淢ixed-Use Development鈥�) and corporate cash. The Formula One Group and the Liberty SiriusXM Group retain intergroup interests in the Braves Group as of March 31, 2023. As of March 31, 2023, the Braves Group has cash and cash equivalents of approximately $215 million, which includes $149 million of subsidiary cash.

The Liberty Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group. As of March 31, 2023, the Formula One Group is comprised of all of the businesses, assets and liabilities of Liberty, other than those specifically attributed to the Braves Group or the Liberty SiriusXM Group, including Liberty鈥檚 interest in Formula 1, cash, an intergroup interest in the Braves Group and Liberty鈥檚 2.25% Convertible Senior Notes due 2027. The Liberty SiriusXM Group retains an intergroup interest in the Formula One Group. As of March 31, 2023, the Formula One Group has cash and cash equivalents of approximately $1,584 million, which includes $1,043 million of subsidiary cash.

During March 2023, the Formula One Group paid approximately $202 million to the Liberty SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in note 7. The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One Group is 6,792,903, representing an 11.0% intergroup interest at March 31, 2023. The number of notional shares representing the intergroup interest in the Braves Group held by the Liberty SiriusXM Group is 1,811,066, representing a 2.9% intergroup interest at March 31, 2023. The number of notional shares representing the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group is 1,051,238, representing a 0.4% intergroup interest at March 31, 2023. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares of Liberty Formula One common stock. The intergroup interests may be settled, at the discretion of the board of directors of the Company (the 鈥淏oard of Directors鈥�), through the transfer of newly issued shares of Liberty Braves common stock and Liberty Formula One common stock, respectively, cash and/or other assets to the respective tracking stock group. Accordingly, the Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM Group are presented as assets of the Formula One Group and Liberty SiriusXM Group, respectively, and are presented as liabilities of the Braves Group. Similarly, the Formula One Group intergroup interest attributable to the Liberty SiriusXM Group is presented as an asset of the Liberty SiriusXM Group and is presented as a liability of the Formula One Group. The offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the settlement of the outstanding interests, at the discretion of the Board of Directors, through a transfer of securities, cash and/or other assets from the Braves Group or Formula One Group to the respective tracking stock group.

During November 2022, the Board of Directors authorized management of the Company to pursue a plan to redeem each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings, Inc. (the 鈥淪plit-Off鈥�). Atlanta Braves Holdings, Inc. will be comprised of the businesses, assets and liabilities attributed to the Braves Group. The intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group remaining immediately prior to the Split-Off, however, will be settled and extinguished in connection with the Split-Off.

Following the Split-Off, the Company intends to reclassify its then-outstanding shares of common stock into three new tracking stocks to be designated Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provide for the attribution of the businesses, assets and liabilities of the Company鈥檚 remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the 鈥淩eclassification鈥�).

The Split-Off and the Reclassification will be subject to various conditions. Both transactions will be conditioned on, among other things, certain requisite approvals of the holders of the Company鈥檚 common stock and the receipt of opinions of tax counsel. In addition, the Split-Off will be conditioned on the requisite approval of Major League Baseball.聽In addition, the Reclassification is dependent and conditioned on the approval and completion of the Split-Off, and will not be implemented unless the Split-Off is completed; however, the Split-Off is not dependent upon the approval of the Reclassification and may be implemented even if the Reclassification is not approved. Each of the Split-Off and the Reclassification is intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. Subject to the satisfaction of the conditions, the Company expects to complete the Split-Off and the Reclassification in the second quarter of 2023.

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.