LLYVA Filings — Liberty Media Corporation - FilingSpy
LLYVA
Liberty Media Corporation
A media company that owns the exclusive commercial rights to two of the world's most-watched motorsport championships: Formula 1 and MotoGP. F1 races on 24 circuits across 21 countries, while MotoGP runs 22 events, with both series earning money from race promotion, media rights, and sponsorship. Founded in 1991 by the legendary "Cable Cowboy" John Malone as a spinoff from cable giant TCI, the company bought Formula 1 in 2016 and later retired the iconic "Dorna" name after acquiring MotoGP's rights in 2025.
Liberty Media prices $600M private offering of 2.375% convertible senior notes due 2032
The notes are convertible into shares of Series C common stock (FWONK) at an initial conversion rate of 7.2106 shares per $1,000 principal, equivalent to an initial conversion price of approximately $138.68 per share.
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On August 10, 2026, Liberty Media priced a private offering of $600 million aggregate principal amount of 2.375% Senior Convertible Notes due 2032, with an option for an additional $90 million, which was exercised in full.
The offering closed on August 13, 2026, with net proceeds of approximately $680 million (including the full exercise of the option), after deducting discounts and expenses.
Proceeds will be used to pay the cost of capped call transactions related to the 2027 Notes and for working capital and general corporate purposes, including repayment of the 2027 Notes.
The notes were sold to initial purchasers in reliance on Section 4(a)(2) of the Securities Act and resold to qualified institutional buyers under Rule 144A.
3.02 Unregistered Sales of Equity Securities · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Liberty Media proposes $600M convertible senior notes offering due 2032
Initial purchasers may be granted an option to buy up to an additional $90 million principal amount of notes within 13 days of issuance.
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Liberty Media Corporation announced a proposed private offering of $600 million aggregate principal amount of convertible senior notes due 2032.
The notes will be convertible into cash, shares of Series C common stock (FWONK), or a combination, at Liberty Media's election.
Net proceeds are expected to fund capped call transactions related to its 2.25% Convertible Senior Notes due 2027 and for working capital and general corporate purposes.
The offering is made under Rule 144A to Qualified Institutional Buyers and the notes will not be registered under the Securities Act.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Liberty Media reports Q2 2026 results; F1 revenue down 38% to $764M, MotoGP revenue down 2% to $170M.
Consolidated Q2 2026 revenue was $934M, down from $1,341M in Q2 2025; operating income was $88M, down from $280M; Adjusted OIBDA was $206M, down from $369M.
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Formula 1 Q2 2026 revenue decreased 38% to $764M, operating income was $73M, and Adjusted OIBDA decreased 61% to $139M, with 5 races held versus 9 in the prior-year quarter.
MotoGP Q2 2026 revenue decreased 2% to $170M, operating income was $37M, and Adjusted OIBDA increased 3% to $76M on a pro-forma basis, with 7 races held in both periods.
F1 announced a 10-year extension of the Las Vegas Grand Prix through 2037, extended Pirelli partnership through 2028, and renewed broadcast agreement with ServusTV in Austria.
MotoGP re-priced debt facilities and funded $114M debt reduction, signed new 5-year agreements with all manufacturers and teams through 2031, and extended broadcast agreements with DAZN and Sky DACH.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Liberty Media to hold Q2 2026 earnings call on August 6, 2026
A press release with the results will be issued before market open on the same day and will be available on Liberty Media's investor relations website.
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Liberty Media Corporation announced it will host a conference call to discuss Q2 2026 results on Thursday, August 6, 2026, at 10:00 a.m. E.T.
The call will include prepared remarks and a Q&A session, and may discuss financial performance, outlook, and forward-looking matters.
Participants can join by phone at +1 (877) 704-2829 or +1 (215) 268-9864, using confirmation code 13757489, at least 10 minutes before the call.
A webcast and replay of the call will be available on Liberty Media's investor relations website.
The disclosure was furnished under Item 7.01 Regulation FD and is not deemed 'filed' for SEC purposes.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Liberty Media's MotoGP closes repricing of its debt facilities, reducing principal by ~$114M.
On June 17, 2026, MotoGP Sports Entertainment Group, S.L., an indirect subsidiary of Liberty Media, closed the repricing of its first lien Term Loan B, Term Loan A, and revolving credit facility.
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The Term Loan B was reduced from €800 million to €720 million, the Term Loan A from $231 million to $209 million, and the revolving credit facility remained at €100 million, all with unchanged maturities.
The net reduction of approximately $114 million equivalent was funded with cash from MotoGP's balance sheet.
Pro forma for the repricing, MotoGP had about $72 million of cash and liquid investments and $1,037 million of debt as of March 31, 2026, with a net senior secured leverage ratio of 4.6x.
The Term Loan B margin was reduced from 2.50% to 2.25%, while Term Loan A and revolving facility margins were unchanged; all facilities remain non-recourse to Liberty.
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7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Liberty Media reincorporates from Delaware to Nevada effective May 12, 2026.
Stockholders approved the reincorporation at the annual meeting on May 11, 2026.
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The reincorporation became effective on May 12, 2026 at 4:02 p.m. Eastern Time.
Each outstanding share of FWONA, FWONB, and FWONK converted into one share of the corresponding Nevada corporation class.
The Nevada Charter eliminated the tracking stock structure; shares no longer have tracking stock features.
Outstanding options and restricted stock units converted into equivalent awards for the Nevada corporation shares.
3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Liberty Media shareholders approve Nevada conversion and re-elect three directors at 2026 annual meeting
At the May 11, 2026 annual meeting, shareholders re-elected Derek Chang, Evan D. Malone, and Larry E. Romrell as Class I directors until the 2029 annual meeting.
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The auditors ratification proposal was approved with 45,126,065 votes for, 447,810 against, and 105,123 abstentions.
The conversion proposal to reorganize Liberty Media as a Nevada corporation was approved with 33,617,617 votes for, 9,887,048 against, and 49,745 abstentions.
The adjournment proposal was approved with 33,661,566 votes for, 9,843,568 against, and 49,276 abstentions, but the meeting was not adjourned before the conversion vote.
The report was filed under Item 5.07 to disclose the results of these stockholder votes.
5.07 Submission of Matters to a Vote of Security Holders