Correspondence 0001104659-24-007868 from Liberty Sirius XM Holdings Inc. (CIK 0002003397)
Liberty Sirius XM Holdings Inc. (CIK 0002003397)
Date: Jan. 29, 2024 · CIK: 0002003397 · Accession: 0001104659-24-007868
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CORRESP
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O’Melveny & Myers LLP
Two Embarcadero Center
28ᵗʰ Floor
San Francisco, CA 94111-3823
T:
+1 415 984 8700
F:
+1 415 984 8701
omm.com
File Number:
January 29, 2024
Via EDGAR
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
C. Brophy Christensen
D: +1 415 984 8793
bchristensen@omm.com
Re:
Liberty Sirius XM Holdings Inc. Registration Statement on Form S-4
Ladies and Gentlemen
On behalf of Liberty Sirius
XM Holdings Inc. (“New Sirius”), a wholly owned subsidiary of Liberty Media Corporation (“Liberty Media”),
we enclose herewith for filing under the Securities Act of 1933, as amended (the “Securities Act”), New Sirius’
Registration Statement on Form S-4 (the “Form S-4”), which includes the preliminary proxy statement and notice of Liberty
Media, prospectus of New Sirius, and notice and information statement of Sirius XM Holdings Inc. (“Sirius XM Holdings”),
relating to the registration of the distribution of shares of common stock of New Sirius, par value $0.001 per share (“New Sirius
Common Stock”), to be issued to (a) holders of (i) Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01
per share (“LSXMA”), (ii) Liberty Media’s Series B Liberty SiriusXM common stock, par value $0.01 per share (“LSXMB”),
and (iii) Liberty Media’s Series C Liberty SiriusXM common stock, par value $0.01 per share (“LSXMK” and, together
with LSXMA and LSXMB, collectively, “Liberty SiriusXM Common Stock”), in connection with the Redemption (as defined
below) and (b) holders of common stock, par value $0.001 per share (“Sirius XM Common Stock”), of Sirius XM Holdings
(other than shares of Sirius XM Common Stock beneficially owned by Sirius XM Holdings or New Sirius or any of its subsidiaries), in connection
with the Merger (as defined below).
At a special meeting of Liberty
Media’s LSXMA and LSXMB stockholders, such stockholders will be asked to consider and vote on certain proposals, including a proposal
to approve the redemption by Liberty Media of each outstanding share of LSXMA, LSXMB and LSXMK for such number of shares of New Sirius
Common Stock equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023 (the “Reorganization
Agreement”), by and among Liberty Media, New Sirius and Sirius XM Holdings, and as further described below) (such redemption
and exchange, the “Redemption”), with cash (without interest) being paid in lieu of any fractional shares of New Sirius
Common Stock. Prior to the Redemption, all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group will be
contributed to and assumed by New Sirius (the “Contribution”). We refer to the Contribution, the Redemption and the
resulting separation of New Sirius from Liberty Media pursuant to the Contribution and Redemption as the “Split-Off”.
Austin • Century City • Dallas •
Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo
Prior to the closing of the
Split-Off and pursuant to the Reorganization Agreement, the Exchange Ratio (rounded to the nearest ten-thousandth) will be calculated
based on (i) the number of shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries (including New Sirius and its subsidiaries)
immediately prior to the Split-Off reduced by a net liabilities share adjustment, divided by (ii) the number of adjusted fully diluted
shares of Liberty SiriusXM Common Stock after the close of the market on the date that is seven business days prior to the date of closing
of the Redemption as further described in the Form S-4.
Concurrent with entry into
the Reorganization Agreement, New Sirius, Liberty Media, Sirius XM Holdings and Radio Merger Sub, LLC, a wholly owned subsidiary of New
Sirius (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of December 11, 2023 (the “Merger
Agreement”), pursuant to which, substantially concurrently with, but following, the completion of the Split-Off, Merger Sub
will merge with and into Sirius XM Holdings (the “Merger” and, together with the Split-Off, the “Transactions”),
with Sirius XM Holdings surviving the Merger as a wholly owned subsidiary of New Sirius. Upon completion of the Merger, each share of
Sirius XM Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares beneficially owned
by Sirius XM Holdings or New Sirius or any of its subsidiaries) will be converted into the right to receive one share of New Sirius Common
Stock.
The Transactions are described
in detail in the Form S-4 filed herewith.
We have been advised that
a filing fee in the amount of $[•] has been paid in connection with the filing of the Form S-4 by wire transfer to the Securities
and Exchange Commission’s account.
Should any questions arise
with respect to this filing, please contact the undersigned at bchristensen@omm.com or (415) 984-8700.
Sincerely,
/s/ C. Brophy Christensen
C. Brophy Christensen
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CBC
cc:
Liberty Sirius XM Holdings Inc.
Renee L. Wilm
Brittany A. Uthoff
Katherine C. Jewell
Michael E. Hurelbrink
Sirius XM Holdings Inc.
Patrick L. Donnelly
Simpson Thacher & Bartlett LLP
Eric M. Swedenburg
Johanna Mayer
Debevoise & Plimpton
Michael A. Diz
William D. Regner
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