Liberty Media Proposes Plan To Own All SiriusXM Shares
January 6, 2014

Liberty Media is proposing a plan to make SiriusXM Radio a wholly owned subsidiary of the conglomerate. Liberty already owns a controlling stake in the satcaster, but if shareholders approve the plan, all outstanding shares of common stock of the Company not owned by Liberty would be converted into the right to receive 0.0760 of a new share of Liberty Series C common stock. In a press release explaining the proposal, Liberty indicated that it intends to distribute, on a 2:1 basis, shares of Liberty's Series C common stock to all holders of record of Liberty's Series A and B common stock. Upon the completion of the transaction, Liberty then expects that SiriusXM's public stockholders would own approximately 39 percent of Liberty's then-outstanding common stock.

SiriusXM's Board of Directors is forming a Special Committee of independent directors to consider Liberty's proposal. The deal will then be conditioned on the approval of both the Special Committee and a majority of the public stockholders. 

Liberty chairman John Malone said the deal would "enable us to focus our energies on the pursuit of new opportunities across the expanded portfolio of Liberty's businesses and to optimize our capital structure to produce the maximum possible returns to all shareholders," according to the Hollywood Reporter.

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Jon Zellner
EVP/Programming Operations

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